Common use of Notification and Defense of Claim Clause in Contracts

Notification and Defense of Claim. Within 30 days after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to the Company a written notice identifying the proceeding, but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack of notice. With respect to any such Claim as to which Indemnitee notifies the Company of the commencement thereof: (a) the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days after receipt by Indemnitee of notice of As a condition precedent to the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is Employee’s right to be made against indemnified, the Company under this Agreement, submit to the Company a written notice identifying the proceeding, but the omission so to Employee must notify the Company in writing as soon as practicable of any Proceeding for which indemnity will not relieve it from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack of noticeor could be sought. With respect to any such Claim as to Proceeding of which Indemnitee notifies the Company of the commencement thereof: (a) is so notified, the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel selected by reasonably acceptable to the Board of Directors and satisfactory to IndemniteeEmployee. After notice from the Company to Indemnitee the Employee of its election so to assume the defense thereofsuch defense, the Company will shall not be liable to Indemnitee under this Agreement the Employee for any legal or other expenses subsequently incurred by Indemnitee the Employee in connection with the defense thereof such Proceeding, other than reasonable costs of investigation or as otherwise provided belowbelow in this Section 13.5. Indemnitee The Employee shall have the right to employ its his own counsel in connection with such action, suit or proceedingProceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee the Employee unless (i) the employment of counsel by Indemnitee the Employee has been authorized by the Company, (ii) Indemnitee counsel to the Employee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Company and the Indemnitee Employee in the conduct of the defense of such action, Proceeding or (iii) the Company shall not in fact have employed counsel to assume the defense of such actionProceeding, in each of which cases the fees and expenses of counsel for the Employee shall be at the expense of the Company, except as otherwise expressly provided by this Agreement. The Company shall not be entitled entitled, without the consent of the Employee, to assume the defense of any claim brought by or on behalf in the right of the Company or as to which Indemnitee counsel for the Employee shall have reasonably made the conclusion provided for in clause (ii) above; and (c) the . The Company shall not be liable required to indemnify Indemnitee the Employee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without its written consent. The Company shall not settle any action or claim Proceeding in any manner which would impose any penalty or limitation on Indemnitee the Employee without Indemniteethe Employee’s written consent. Neither the Company nor Indemnitee the Employee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days Promptly after receipt by the Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany Proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying in writing of the proceeding, but commencement thereof. The omission or delay by the omission Indemnitee to so to notify the Company will not relieve it the Company from any liability which that it may have to the Indemnitee under this Agreement unless or otherwise, except to the extent that the Company is materially prejudiced may suffer material prejudice by reason of such lack failure or delay. Notwithstanding any other provision of notice. With this Agreement, with respect to any such Claim Proceeding as to which the Indemnitee notifies gives notice to the Company of the commencement thereof: (a) the The Company will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided belowin this Section 13(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume the defense thereof, thereof with counsel selected by the Board of Directors and reasonably satisfactory to the Indemnitee. After prior written notice from the Company to the Indemnitee of its election to so assume the defense thereof, the Company will shall not be liable to the Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ its the Indemnitee’s own counsel in such action, suit or proceedingProceeding, but the fees and expenses Expenses of such counsel incurred after such notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, ; (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such actionProceeding, and such determination by the Indemnitee shall be supported by an opinion of counsel, which opinion shall be reasonably acceptable to the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of such actionthe Proceeding, in each of which cases the fees and expenses Expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim Proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made reached the conclusion provided for in clause (ii) above; and. (c) the The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected Proceeding without its prior written consent, which consent shall not be unreasonably withheld. The Company shall not be required to obtain the consent of the Indemnitee to settle any action or claim in any manner Proceeding which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor has undertaken to defend if the Company assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee will unreasonably withhold or delay their consent a complete and unqualified release in respect of any potential liability. The Company shall have no obligation to indemnify the Indemnitee under this Agreement with regard to any proposed settlementjudicial award issued in a Proceeding, or any related Expenses of the Indemnitee, if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such Proceeding, except to the extent the Company was not materially prejudiced thereby. (d) If, at the time of the receipt of a notice of a claim pursuant to this Section 13, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of the Proceeding for which indemnification is sought to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of the policies.

Notification and Defense of Claim. Within 30 Not later than thirty (30) days after receipt by Indemnitee Employee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany action, Indemnitee suit or proceeding, Employee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying of the proceeding, commencement thereof; but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee Employee otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim action, suit or proceeding as to which Indemnitee Employee notifies the Company of the commencement thereof: (a) the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company may, at its option and jointly with any other indemnifying party similarly notified will be entitled and electing to assume such defense, assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to IndemniteeEmployee. After notice from the Company to Indemnitee Employee of its election to assume the defense thereof, the Company will not be liable to Indemnitee Employee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee Employee in connection with the defense thereof other than except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee Employee shall have the right to employ its own separate counsel in such action, suit or proceeding, proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee Employee unless (i) the employment of counsel by Indemnitee Employee has been authorized by the Company, (ii) Indemnitee Employee shall have reasonably concluded concluded, and so notified the Company, that there may be a is an actual conflict of interest between the Company and the Indemnitee Employee in the conduct of the defense of such action, action or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Employee’s separate counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee Employee shall have made the conclusion provided for in clause (ii) above; and (c) the Company shall not be liable to indemnify Indemnitee Employee under this Agreement for any amounts paid in settlement of any action or claim effected affected without its written consent, which shall not be unreasonably withheld. The Company shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee Employee without IndemniteeEmployee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold , which may be given or delay their consent to any proposed settlementwithheld in Employee’s sole discretion.

Notification and Defense of Claim. Within 30 Not later than thirty (30) days after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany Proceeding, Indemnitee will, if a claim in respect thereof of the Proceeding is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying of the proceeding, but commencement of the Proceeding. The omission so to notify the Company will not relieve it the Company from any liability which it may have to Indemnitee otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim Proceeding as to which Indemnitee notifies the Company of the commencement thereofcommencement: (a) the The Company will be entitled to participate therein in the Proceeding at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wish, the Company may, at its option and jointly with any other indemnifying party similarly notified will be entitled and electing to assume such defense, assume the defense thereofof the Proceeding, with legal counsel selected by the Board of Directors and reasonably satisfactory to the Indemnitee. After notice from Indemnitee shall have the right to use separate legal counsel in the Proceeding, but the Company to Indemnitee of its election to assume the defense thereof, the Company will shall not be liable to Indemnitee under this Agreement Agreement, including Section 8 above, for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such action, suit or proceeding, but the fees and expenses of such separate legal counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee defense, unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded concludes that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, the Proceeding or (iiiii) the Company shall does not in fact have employed use legal counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the CompanyProceeding. The Company shall not be entitled to assume the defense of any claim Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (iii) above; and. (c) If two or more persons who may be entitled to indemnification from the Company, including the Indemnitee, are parties to any Proceeding, the Company may require Indemnitee to use the same legal counsel as the other parties. Indemnitee shall have the right to use separate legal counsel in the Proceeding, but the Company shall not be liable to Indemnitee under this Agreement, including Section 8 above, for the fees and expenses of separate legal counsel incurred after notice from the Company of the requirement to use the same legal counsel as the other parties, unless the Indemnitee reasonably concludes that there may be a conflict of interest between Indemnitee and any of the other parties required by the Company to be represented by the same legal counsel. (d) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without its written consent, which shall not be unreasonably withheld. The Indemnitee shall permit the Company to settle any Proceeding the defense of which it assumes, except that the Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold , which may be given or delay their consent to any proposed settlementwithheld in Indemnitee’s sole discretion.

Notification and Defense of Claim. Within 30 Not later than thirty (30) days after receipt Agent becomes aware, by Indemnitee written or other overt communication, of notice of the commencement of a Claim which may involve an Indemnifiable Eventany pending or threatened litigation, Indemnitee claim or assessment, Agent will, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, submit to notify the Company a written notice identifying the proceedingCorporation of such pending or threatened litigation, claim or assessment; but the omission so to notify the Company Corporation will not relieve it from any liability which it may have to Indemnitee Agent otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim pending or threatened litigation, claim or assessment as to which Indemnitee Agent notifies the Company Corporation of the commencement thereof: (a) the Company Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wishCorporation may, the Company at its option and jointly with any other indemnifying party similarly notified will be entitled and electing to assume such defense, assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to IndemniteeAgent. After notice from the Company Corporation to Indemnitee Agent of its election to assume the defense thereof, the Company Corporation will not be liable to Indemnitee Agent under this Agreement for any legal or other expenses subsequently incurred by Indemnitee Agent in connection with the defense thereof other than except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee Agent shall have the right to employ its own separate counsel in such action, suit or proceeding, proceeding but the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee Agent unless (i) the employment of counsel by Indemnitee Agent has been authorized by the CompanyCorporation, (ii) Indemnitee Agent shall have reasonably concluded concluded, and so notified the Corporation, that there may be a is an actual conflict of interest between the Company Corporation and the Indemnitee Agent in the conduct of the defense of such action, action or (iii) the Company Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Agent’s separate counsel shall be at the expense of the CompanyCorporation. The Company Corporation shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company Corporation or as to which Indemnitee Agent shall have made the conclusion provided for in clause (ii) above; and (c) the Company Corporation shall not be liable to indemnify Indemnitee Agent under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which shall not be unreasonably withheld. The Company Corporation shall be permitted to settle any action or claim except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee Agent without IndemniteeAgent’s written consent. Neither the Company nor Indemnitee will unreasonably withhold , which may be given or delay their consent to any proposed settlementwithheld in Agent’s sole discretion.

Notification and Defense of Claim. Within 30 Not later than thirty (30) --------------------------------- days after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany action, suit or proceeding, Indemnitee willshall, if a claim in respect thereof is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying of the proceeding, commencement thereof; but the Indemnitee's omission so to notify the Company will not relieve it the Company from any liability which it may have to Indemnitee otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the The Company will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wish, the Company shall, jointly with any other indemnifying party similarly notified will notified, be entitled to assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof thereof, other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its the Company's assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, ; or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, ; in each of which cases the fees and expenses of Indemnitee's separate counsel shall be at the expense of paid by the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and. (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. Within 30 Not later than thirty (30) days after receipt Agent becomes aware, by Indemnitee written or other overt communication, of notice of the commencement of a Claim which may involve an Indemnifiable Eventany pending or threatened litigation, Indemnitee claim or assessment, Agent will, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, submit to notify the Company a written notice identifying the proceedingCorporation of such pending or threatened litigation, claim or assessment; but the omission so to notify the Company Corporation will not relieve it from any liability which it may have to Indemnitee Agent otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim pending or threatened litigation, claim or assessment as to which Indemnitee Agent notifies the Company Corporation of the commencement thereof: (a) the Company Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wishCorporation may, the Company at its option and jointly with any other indemnifying party similarly notified will be entitled and electing to assume such defense, assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to IndemniteeAgent. After notice from the Company Corporation to Indemnitee Agent of its election to assume the defense thereof, the Company Corporation will not be liable to Indemnitee Agent under this Agreement for any legal or other expenses subsequently incurred by Indemnitee Agent in connection with the defense thereof other than except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee Agent shall have the right to employ its own separate counsel in such action, suit or proceeding, proceeding but the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee Agent unless (i) the employment of counsel by Indemnitee Agent has been authorized by the CompanyCorporation, (ii) Indemnitee Agent shall have reasonably concluded concluded, and so notified the Corporation, that there may be a is an actual conflict of interest between the Company Corporation and the Indemnitee Agent in the conduct of the defense of such action, action or (iii) the Company Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Agent's separate counsel shall be at the expense of the CompanyCorporation. The Company Corporation shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company Corporation or as to which Indemnitee Agent shall have made the conclusion provided for in clause (ii) above; and (c) the Company Corporation shall not be liable to indemnify Indemnitee Agent under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which shall not be unreasonably withheld. The Company Corporation shall be permitted to settle any action or claim except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee Agent without Indemnitee’s Agent's written consent. Neither the Company nor Indemnitee will unreasonably withhold , which may be given or delay their consent to any proposed settlementwithheld in Agent's sole discretion.

Notification and Defense of Claim. Within 30 days Promptly after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying in writing of the proceeding, commencement thereof; but the omission to so to notify the Company will not relieve it from any liability which that it may have to Indemnitee otherwise than under this Agreement unless the Company is materially prejudiced by such lack Agreement. Notwithstanding any other provision of notice. With this Agreement, with respect to any such Claim action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the The Company will be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided belowin this Section 11(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to so assume the defense thereof, the Company will shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its his own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, action or (iii) the Company shall not in fact have employed counsel to assume the defense of such the action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and. (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which that would impose any penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to the Company a written notice identifying the proceeding, but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack of notice. With respect to any such Claim as to which Indemnitee notifies the Company of the commencement thereof: (a) the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days Promptly after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreementhereunder, submit to notify the Company a written notice identifying the proceeding, of such commencement; but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack of noticeIndemnitee. With respect to any such Claim as to which Indemnitee notifies the Company of the commencement thereofProceeding: (a) the 12.1 The Company will be entitled to participate therein in the Proceeding at its own expense;. (b) except 12.2 Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereofof the Proceeding, with counsel selected by the Board of Directors and satisfactory to Indemnitee. No delay on the part of the Company in assuming the defense of the Proceeding shall prohibit the Company from so assuming the defense unless and solely to the extent that the Indemnitee is prejudiced thereby. After notice from the Company to Indemnitee of its election so to assume the defense thereofof the Proceeding, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof thereof, other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such action, suit or proceedingProceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, action or (iii) the Company shall not in fact have employed counsel to assume the defense of such action or shall not be reasonably conducting the defense of such action, in each of which cases Proceedings the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; andSection 12.2(ii). (c) the 12.3 The Company shall not be liable to indemnify Indemnitee under this Agreement hereunder for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold withhold, delay or delay condition their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days Promptly after receipt by Indemnitee of notice of any claim or the commencement of a Claim which may involve an Indemnifiable Eventany action, suit or proceeding, Indemnitee will, if a claim for indemnity in respect thereof is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying of the proceeding, commencement thereof; but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the The Company will be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided below, to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, thereof the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation investigation, or reasonable expenses incurred by Indemnitee in interpreting this Agreement and in concluding whether or not a conflict of interest may exist as contemplated in (ii) below, or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such action, suit or proceeding, proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such actionaction which would materially hinder the ability of counsel to the Company to represent Indemnitee, or (iii) the Company shall not in fact have employed counsel reasonably satisfactory to Indemnitee to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and; (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty liability, penalty, limitation or limitation acknowledgment of fault on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement; and (d) Nothing contained herein shall require Indemnitee or the Company to take any actions which would limit the availability of coverage under the D&O Policy or would permit the carrier to disclaim coverage. Indemnitee and the Company agree to use their respective best efforts to comply with the terms and conditions of the D&O Policy.

Notification and Defense of Claim. Within 30 days after receipt by Indemnitee of notice shall notify the Company of the commencement of a Claim which any action, suit or proceeding, and of the receipt of any notice or threat that any such legal proceeding has been or shall or may involve an Indemnifiable Event, be initiated against Indemnitee will, if a claim in respect thereof is to be made (including any proceedings by or against the Company under this Agreementand any subsidiary thereof), submit to the Company a written notice identifying the proceeding, promptly upon Indemnitee first becoming so aware; but the omission to so to notify the Company will not relieve it the Company from any liability which it may have to Indemnitee under this Agreement unless and to the extent that such failure to provide notice materially and adversely impacts the Company’s ability to defend such action. Notice to the Company is materially prejudiced by shall be directed to the Chief Executive Officer or Chief Financial Officer of the Company at the address shown in the preamble to this Agreement (or such lack of noticeother address as the Company shall designate in writing to Indemnitee). With respect to any such Claim action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereofthereof and without derogating from Sections 1.1 and 2: (a) the 7.1. The Company will be entitled to participate therein at its own expense;. (b) except 7.2. Except as otherwise provided below, to the extent that it may wishCompany, the Company alone or jointly with any other indemnifying party similarly notified notified, will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided belowCompany. Indemnitee shall have the right to employ its his or her own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless Indemnitee, unless: (i) the employment of counsel by Indemnitee has been authorized in writing by the Company, ; (ii) Indemnitee the Company shall have have, in good faith, reasonably concluded that there may be a conflict of interest under the law and rules of attorney professional conduct applicable to such claim between the Company and the Indemnitee in the conduct of the defense of such action, ; or (iii) the Company shall has not in fact have employed counsel to assume the defense of such actionaction within reasonable time, in each of which cases the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee the Company shall have made reached the conclusion provided for specified in clause (ii) above; and. (c) the 7.3. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts or expenses paid in connection with a settlement of any action action, claim or claim otherwise, effected without its the Company’s prior written consent. 7.4. The Company shall have the right to conduct the defense as it sees fit in its sole discretion (provided that the Company shall conduct the defense in good faith and in a diligent manner and that the Company and its counsel shall keep the Indemnitee reasonably notified on a regular basis of all events in the action), including the right to settle or compromise any claim or to consent to the entry of any judgment against Indemnitee without the consent of the Indemnitee, provided that, the amount of such settlement, compromise or judgment does not settle exceed the Limit Amount (if applicable) and is fully indemnifiable pursuant to this Agreement (subject to Section 1.2 of this Agreement) and/or applicable law, and any action such settlement, compromise or claim in any manner which would judgment does not impose any penalty or limitation on Indemnitee without the Indemnitee’s prior written consent. The Indemnitee’s consent shall not be required if the settlement includes a complete release of Indemnitee, does not contain any admission of wrong-doing by Indemnitee, and includes monetary sanctions only as provided above. In the case of criminal proceedings, the Company and/or its legal counsel will not have the right to plead guilty or agree to a plea-bargain in the Indemnitee’s name without the Indemnitee’s prior written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement. 7.5. Indemnitee shall fully cooperate with the Company and shall give the Company all information and access to documents, files and to his or her advisors and representatives as shall be within Indemnitee’s power, in every reasonable way as may be required by the Company with respect to any claim that is the subject matter of this Agreement and in the defense of other claims asserted against the Company (other than claims asserted by Indemnitee), provided that the Company shall cover all expenses, costs and fees incidental thereto such that the Indemnitee will not be required to pay or bear such expenses, costs and fees.

Notification and Defense of Claim. Within 30 days As soon as practicable after receipt by the Indemnitee of notice actual knowledge of any action, suit or proceeding, the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, shall notify the Company thereof if a claim in respect thereof may be or is to be being made by the Indemnitee against the Company under this Agreement; provided, submit that the failure of the Indemnitee to give such notice shall not relieve the Company of its obligations hereunder except to the Company a written notice identifying the proceeding, but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee under this Agreement unless extent the Company is materially actually prejudiced by such lack of noticefailure. With respect to any such Claim action, suit or proceeding as to which the Indemnitee notifies has so notified the Company of the commencement thereofCompany: (a) the The Company will be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to may assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to the Indemnitee. After notice from the Company to notifies the Indemnitee of its election to so assume the defense thereofdefense, the Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof defense, other than reasonable costs of investigation, including an investigation in connection with determining whether there exists a conflict of interest of the type described in (ii) of this paragraph, or as otherwise provided belowin this paragraph. The Indemnitee shall have the right to employ its own his or her counsel in such action, suit or proceeding, proceeding but the fees and expenses of such counsel incurred after notice from the Company notifies the Indemnitee of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the Company authorizes the Indemnitee's employment of counsel, provided, that following a Change of Control, the Indemnitee shall be entitled to employ his or her own counsel at the Company's expense after giving not less than 30 days' notice to the Company unless a majority of the Disinterested Directors determine that the Indemnitee's interests are adequately represented by Indemnitee has been authorized the counsel employed by the Company, ; (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion provided for described in clause (ii) above; andof this paragraph. (c) the The Company shall not be liable obligated to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Company nor the Indemnitee will shall unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days Promptly after receipt by Indemnitee the Executive of notice of the commencement of a Claim which may involve an Indemnifiable Eventany Proceeding, Indemnitee the Executive will, if a claim in respect thereof is to be made against the Company Employer under this Agreement, submit to notify the Company a written notice identifying Employer in writing of the proceeding, commencement thereof; but the omission to so to notify the Company Employer will not relieve it the Employer from any liability which that it may have to Indemnitee the Executive otherwise than under this Agreement unless the Company is materially prejudiced by such lack Agreement. Notwithstanding any other provision of notice. With this Agreement, with respect to any such Claim Proceeding as to which Indemnitee notifies the Company Executive gives notice to the Employer of the commencement thereof: (ai) the Company The Employer will be entitled to participate therein at its own expense;; and (bii) except Except as otherwise provided below, in this Section 7.2(a)(ii) to the extent that it may wish, the Company Employer, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemniteethe Executive. After notice from the Company Employer to Indemnitee the Executive of its election to so assume the defense thereof, the Company will Employer shall not be liable to Indemnitee the Executive under this Agreement for any legal or other expenses subsequently incurred by Indemnitee the Executive in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee The Executive shall have the right to employ its the Executive's own counsel in such action, suit or proceedingProceeding, but the fees and expenses of such counsel incurred after notice from the Company Employer of its assumption of the defense thereof shall be at the expense of Indemnitee the Executive unless (ia) the employment of counsel by Indemnitee the Executive has been authorized by the CompanyEmployer, (iib) Indemnitee the Executive shall have reasonably concluded that there may be a conflict of interest between the Company Employer and the Indemnitee Executive in the conduct of the defense of such actionProceeding (which conclusion shall be deemed reasonable if, without limitation, such action shall seek any remedy other than money damages and the Executive would be personally affected by such remedy or the carrying out thereof), or (iiic) the Company Employer shall not in fact have employed counsel to assume the defense of such actionthe Proceeding, in each of which cases the fees and expenses of counsel shall be at the expense of the CompanyEmployer. The Company Employer shall not be entitled to assume the defense of any claim Proceeding brought against the Executive by or on behalf of the Company Employer or as to which Indemnitee the Executive shall have made reached the conclusion provided for in clause (iib) above; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days Promptly after receipt by Indemnitee the Executive of notice of the commencement of a Claim which may involve an Indemnifiable Eventany Proceeding, Indemnitee the Executive will, if a claim in respect thereof is to be made against the Company Employer under this Agreement, submit to notify the Company a written notice identifying Employer in writing of the proceeding, commencement thereof; but the omission to so to notify the Company Employer will not relieve it the Employer from any liability which that it may have to Indemnitee the Executive otherwise than under this Agreement unless the Company is materially prejudiced by such lack Agreement. Notwithstanding any other provision of notice. With this Agreement, with respect to any such Claim Proceeding as to which Indemnitee notifies the Company Executive gives notice to the Employer of the commencement thereof: (ai) the Company The Employer will be entitled to participate therein at its own expense;; and (bii) except Except as otherwise provided below, in this Section 8.2(a)(ii) to the extent that it may wish, the Company Employer, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemniteethe Executive. After notice from the Company Employer to Indemnitee the Executive of its election to so assume the defense thereof, the Company will Employer shall not be liable to Indemnitee the Executive under this Agreement for any legal or other expenses subsequently incurred by Indemnitee the Executive in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee The Executive shall have the right to employ its the Executive’s own counsel in such action, suit or proceedingProceeding, but the fees and expenses of such counsel incurred after notice from the Company Employer of its assumption of the defense thereof shall be at the expense of Indemnitee the Executive unless (ia) the employment of counsel by Indemnitee the Executive has been authorized by the CompanyEmployer, (iib) Indemnitee the Executive shall have reasonably concluded that there may be a conflict of interest between the Company Employer and the Indemnitee Executive in the conduct of the defense of such actionProceeding (which conclusion shall be deemed reasonable if, without limitation, such action shall seek any remedy other than money damages and the Executive would be personally affected by such remedy or the carrying out thereof), or (iiic) the Company Employer shall not in fact have employed counsel to assume the defense of such actionthe Proceeding, in each of which cases the fees and expenses of counsel shall be at the expense of the CompanyEmployer. The Company Employer shall not be entitled to assume the defense of any claim Proceeding brought against the Executive by or on behalf of the Company Employer or as to which Indemnitee the Executive shall have made reached the conclusion provided for in clause (iib) above; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days after receipt by Indemnitee of notice of As a condition precedent to the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is Employee’s right to be made against indemnified, the Company under this Agreement, submit to the Company a written notice identifying the proceeding, but the omission so to Employee must notify the Company in writing as soon as practicable of any Proceeding for which indemnity will not relieve it from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack of noticeor could be sought. With respect to any such Claim as to Proceeding of which Indemnitee notifies the Company of the commencement thereof: (a) is so notified, the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel selected by reasonably acceptable to the Board of Directors and satisfactory to IndemniteeEmployee. After notice from the Company to Indemnitee the Employee of its election so to assume the defense thereofsuch defense, the Company will shall not be liable to Indemnitee under this Agreement the Employee for any legal or other expenses subsequently incurred by Indemnitee the Employee in connection with the defense thereof such Proceeding, other than reasonable costs of investigation or as otherwise provided belowbelow in this Section 13.5. Indemnitee The Employee shall have the right to employ its his or her own counsel in connection with such action, suit or proceedingProceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee the Employee unless (i) the employment of counsel by Indemnitee the Employee has been authorized by the Company, (ii) Indemnitee counsel to the Employee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Company and the Indemnitee Employee in the conduct of the defense of such action, Proceeding or (iii) the Company shall not in fact have employed counsel to assume the defense of such actionProceeding, in each of which cases the fees and expenses of counsel for the Employee shall be at the expense of the Company, except as otherwise expressly provided by this Agreement. The Company shall not be entitled entitled, without the consent of the Employee, to assume the defense of any claim brought by or on behalf in the right of the Company or as to which Indemnitee counsel for the Employee shall have reasonably made the conclusion provided for in clause (ii) above; and (c) the . The Company shall not be liable required to indemnify Indemnitee the Employee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without its written consent. The Company shall not settle any action or claim Proceeding in any manner which would impose any penalty or limitation on Indemnitee the Employee without Indemniteethe Employee’s written consent. Neither the Company nor Indemnitee the Employee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 Not later than thirty (30) days after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany Proceeding, Indemnitee will, if a claim in respect thereof of the Proceeding is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying of the proceeding, but commencement of the Proceeding. The omission so to notify the Company will not relieve it the Company from any liability which it may have to Indemnitee otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim Proceeding as to which Indemnitee notifies the Company of the commencement thereofcommencement: (a) the The Company will be entitled to participate therein in the Proceeding at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wish, the Company may, at its option and jointly with any other indemnifying party similarly notified will be entitled and electing to assume such defense, assume the defense thereofof the Proceeding, with legal counsel selected by the Board of Directors and reasonably satisfactory to the Indemnitee. After notice from Indemnitee shall have the right to use separate legal counsel in the Proceeding, but the Company to Indemnitee of its election to assume the defense thereof, the Company will shall not be liable to Indemnitee under this Agreement Agreement, including Section 8 above, for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such action, suit or proceeding, but the fees and expenses of such separate legal counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee defense, unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded concludes that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, the Proceeding or (iiiii) the Company shall does not in fact have employed use legal counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the CompanyProceeding. The Company shall not be entitled to assume the defense of any claim Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (iii) above; and. (c) If two or more persons who may be entitled to indemnification from the Company, including the Indemnitee, are parties to any Proceeding, the Company may require Indemnitee to use the same legal counsel as the other parties. Indemnitee shall have the right to use separate legal counsel in the Proceeding, but the Company shall not be liable to Indemnitee under this Agreement, including Section 8 above, for the fees and expenses of separate legal counsel incurred after notice from the Company of the requirement to use the same legal counsel as the other parties, unless the Indemnitee reasonably concludes that there may be a conflict of interest between Indemnitee and any of the other parties required by the Company to be represented by the same legal counsel. (d) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without its written consent, which shall not be unreasonably withheld. The Indemnitee shall permit the Company to settle any Proceeding the defense of which it assumes, except that the Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee will unreasonably withhold , which may be given or delay their consent to any proposed settlementwithheld in Indemnitee's sole discretion.

Notification and Defense of Claim. Within 30 days As soon as practicable after receipt by the Indemnitee of notice actual knowledge of any action, suit or proceeding the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee willwill notify the Indemnitors thereof, if a claim in respect thereof may be or is to be being made by the Indemnitee against the Company Indemnitors under this Agreement, submit to the Company a written notice identifying the proceeding, but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack of notice. With respect to any such Claim action, suit or proceeding as to which the Indemnitee notifies has so notified the Company of the commencement thereofIndemnitors: (a) the Company The Indemnitors will be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided below, to the extent that it Indemnitors may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to the Indemnitee. After notice from the Company to Indemnitors notify the Indemnitee of its their election to so assume the defense thereofdefense, the Company Indemnitors will not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof defense, other than reasonable costs of investigation, including an investigation in connection with determining whether there exists a conflict of interest of the type described in (ii) of this paragraph, or as otherwise provided belowin this paragraph. The Indemnitee shall have the right to employ its own his or her counsel in such action, suit or proceeding, proceeding but the fees and expenses of such counsel incurred after notice from the Company Indemnitors notify the Indemnitee of its their assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the Indemnitors authorize the Indemnitee's employment of counsel by Indemnitee has been which, following a "Change of Control", shall be effective if authorized by a majority of the Company"disinterested directors" (which terms are defined in Section 2(e)), although less than a quorum or majority of a quorum of the directors then in office; (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Indemnitors and the Indemnitee in the conduct of the defense of such action, or (iii) the Company Indemnitors shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the CompanyIndemnitors. The Company Indemnitors shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company Indemnitors or as to which the Indemnitee shall have made the conclusion provided for described in clause (ii) above; andof this paragraph. (c) the Company The Indemnitors shall not be liable obligated to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its their written consent. The Company Indemnitors shall not settle any action or claim in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Company Indemnitors nor the Indemnitee will shall unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 As promptly as practicable, but in any event not later than thirty (30) days after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company Inovalon under this Agreement, submit to notify Inovalon of the Company a written notice identifying commencement thereof, provided that the proceeding, but the omission failure so to notify the Company Inovalon will not relieve it Inovalon from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack of noticeor otherwise. With respect to any such Claim Proceeding as to which Indemnitee notifies the Company Inovalon of the commencement thereof: (a) the Company Inovalon will be entitled to participate therein in the Proceeding at its own expense; (b) except as otherwise provided below, to the extent that it may wishInovalon may, the Company at its option and jointly with any other indemnifying party similarly notified will be entitled and electing to assume such defense, assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to Indemnitee. After notice from the Company Inovalon to Indemnitee of its election to assume the defense thereof, the Company Inovalon will not be liable to Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee shall will have the right to employ its own separate counsel in such action, suit or proceeding, Proceeding but the fees and expenses Expenses of such counsel incurred after notice from the Company Inovalon of its assumption of the defense thereof shall will be at the expense of Indemnitee unless Indemnitee; provided, however, that the Expenses of Indemnitee’s separate counsel will be borne by Inovalon if (i) the employment of separate counsel by Indemnitee has been authorized by the CompanyInovalon and Inovalon has agreed in writing to bear such Expenses, (ii) Indemnitee shall reasonably will have reasonably concluded that there may be a conflict of interest between the Company Inovalon and the Indemnitee in the conduct of the defense of such actionProceeding, or (iii) the Company shall not Inovalon in fact will not have employed counsel to assume the defense of such action, in each of which cases Proceeding or will at any time have ceased to actively pursue the fees and expenses of counsel shall be at the expense of the Companydefense thereof. The Company shall Inovalon will not be entitled to assume the defense of any claim Proceeding brought by or on behalf of the Company Inovalon or as to which Indemnitee shall will have made the conclusion provided for in clause (ii) above; and (c) the Company shall Inovalon will not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without its written consent, which will not be unreasonably withheld or delayed. The Company shall Inovalon will be permitted to settle any Proceeding except that it will not settle any action or claim Proceeding in any manner which that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold , which may be given or delay their consent to any proposed settlementwithheld in Indemnitee’s sole discretion.

Notification and Defense of Claim. Within 30 days As soon as practicable after receipt by the Indemnitee of notice actual knowledge of any action, suit or proceeding, the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee willwill notify the Corporation thereof, if a claim in respect thereof may be or is to be being made by the Indemnitee against the Company Corporation under this Agreement, submit to the Company a written notice identifying the proceeding, but the omission so . The Indemnitee has no duty to notify the Company will not relieve it from Corporation as to any liability which it may have to Indemnitee under this Agreement unless matter that the Company is materially prejudiced by such lack of noticeCorporation has separate notice of. With respect to any such Claim as to which Indemnitee notifies the Company of the commencement thereofaction, suit or proceeding: (a) the Company The Corporation will be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided below, to the extent that it Corporation may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to the Indemnitee. After notice from the Company to Corporation notifies the Indemnitee of its election to so assume the defense thereofdefense, the Company Corporation will not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof defense, other than reasonable costs of investigation, including an investigation in connection with determining whether there exists a conflict of interest of the type described in (ii) of this paragraph, or as otherwise provided belowin this paragraph. The Indemnitee shall have the right to employ its own his or her counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company Corporation notifies the Indemnitee of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment Corporation authorizes the Indemnitee’s engagement of such counsel by Indemnitee has been which, following a “Change of Control,” shall be effective if authorized by either the CompanyCorporation’s General Counsel, its Board of Directors, or a majority of the “disinterested directors” (which terms are defined in Section 2(e)), although constituting less than a quorum or majority of a quorum of the directors then in office; (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of the defense of such action, or (iii) the Company Corporation shall not in fact have employed engaged counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the CompanyCorporation. The Company Corporation shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company Corporation or as to which the Indemnitee shall have made the conclusion provided for described in clause (ii) above; andof this paragraph. (c) the Company The Corporation shall not be liable obligated to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company Corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company Corporation nor the Indemnitee will shall unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days after (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of written notice of the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit thereof. The written notification to the Company shall include a written notice identifying description of the proceeding, but nature of the omission so Proceeding and the facts underlying the Proceeding. The failure by Indemnitee to notify the Company will not relieve it the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement unless Agreement, and any delay in so notifying the Company is materially prejudiced shall not constitute a waiver by such lack Indemnitee of noticeany rights. With respect to any such Claim Proceeding as to which the Indemnitee notifies has so notified the Company of the commencement thereofCompany: (ai) the The Company will be entitled to participate therein at its own expense;; and (bii) except Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to may assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to the Indemnitee. After notice from the Company to notifies the Indemnitee of its election to so assume the defense thereofdefense, the Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with the defense thereof defense, other than legal Expenses relating to the reasonable costs of investigation, including an investigation in connection with determining whether there exists a conflict of interest of the type described in clause (ii) of this paragraph, or as otherwise provided belowin this paragraph. The Indemnitee shall have the right to employ its own his or her counsel in such action, suit or proceeding, proceeding but the fees and expenses of such counsel incurred after notice from the Company notifies the Indemnitee of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the Company authorizes the Indemnitee’s employment of counsel, provided, that following a Change of Control, the Indemnitee shall be entitled to employ his or her own counsel at the Company’s expense after giving not less than 30 days’ notice to the Company unless the Company has Disinterested Directors and a majority of the Disinterested Directors determine that the Indemnitee’s interests are adequately represented by Indemnitee has been authorized the counsel employed by the Company, ; (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion provided for described in clause (ii) above; andof this paragraph. (cb) the The Company shall not be liable obligated to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will shall unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days As soon as practicable after receipt by the Indemnitee of notice actual knowledge of any action, suit or proceeding, the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, shall notify the Company thereof if a claim in respect thereof may be or is to be being made by the Indemnitee against the Company under this Agreement; provided, submit that the failure of the Indemnitee to give such notice shall not relieve the Company of its obligations hereunder except to the Company a written notice identifying the proceeding, but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee under this Agreement unless extent the Company is materially actually prejudiced by such lack of noticefailure. With respect to any such Claim action, suit or proceeding as to which the Indemnitee notifies has so notified the Company of the commencement thereofCompany: (a) the The Company will be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to may assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to the Indemnitee. After notice from the Company to notifies the Indemnitee of its election to so assume the defense thereofdefense, the Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof defense, other than reasonable costs of investigation, including an investigation in connection with determining whether there exists a conflict of interest of the type described in (ii) of this paragraph, or as otherwise provided belowin this paragraph. The Indemnitee shall have the right to employ its own his or her counsel in such action, suit or proceeding, proceeding but the fees and expenses of such counsel incurred after notice from the Company notifies the Indemnitee of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the Company authorizes the Indemnitee’s employment of counsel, provided, that following a Change of Control, the Indemnitee shall be entitled to employ his or her own counsel at the Company’s expense after giving not less than 30 days’ notice to the Company unless a majority of the Disinterested Directors determine that the Indemnitee’s interests are adequately represented by Indemnitee has been authorized the counsel employed by the Company, ; (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion provided for described in clause (ii) above; andof this paragraph. (c) the The Company shall not be liable obligated to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will shall unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days after receipt by Indemnitee of notice of the commencement of As a Claim which may involve an Indemnifiable Eventcondition precedent to Indemnitee’s right to be indemnified, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to the Company a written notice identifying the proceeding, but the omission so to must notify the Company in writing as soon as practicable of any Proceeding involving such Indemnitee for which indemnity will not relieve it from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack of noticeor could be sought. With respect to any such Claim as to Proceeding of which Indemnitee notifies the Company of the commencement thereof: (a) is so notified, the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel selected by the Board of Directors and satisfactory reasonably acceptable to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereofsuch defense, the Company will shall not be liable to Indemnitee under this Agreement for any legal or other expenses expense subsequently incurred by Indemnitee in connection with the defense thereof such action, suit, proceeding, or investigation, other than reasonable costs of investigation or as otherwise provided belowbelow in this Section 5. Indemnitee shall have the right to employ its his or her own counsel in connection with such action, suit suit, proceeding, or proceedinginvestigation, but the fees and the expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Company and the Indemnitee in the conduct of the defense of such action, Proceeding or (iii) the Company shall not in fact have employed counsel to assume the defense of such actionProceeding, in each of which cases the fees and expenses of counsel for Indemnitee, shall be at the expense of the Company, except as otherwise expressly provided by this Agreement. The Company shall not be entitled entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or on behalf in the right of the Company or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause (iiSection 5(ii) above; and (c) the . The Company shall not be liable required to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without its written consent. The Company shall not settle any action or claim Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. Within Not later than 30 days after receipt by Indemnitee Covered Agent of notice of the commencement of a Claim which may involve an Indemnifiable Eventany Proceeding, Indemnitee Covered Agent will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying of the proceeding, commencement thereof; but the omission so to notify the Company will not relieve it the Company from any liability which it may have to Indemnitee Covered Agent under this Agreement unless or otherwise than under this Agreement, except to the Company is extent (solely with respect to the indemnity under this Agreement) that such omission to notify materially prejudiced by such lack of noticeprejudices the Company. With respect to any such Claim Proceeding as to which Indemnitee Covered Agent notifies the Company of the commencement thereof: (a) the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company may, at its option and jointly with any other indemnifying party similarly notified will be entitled and electing to assume such defense, assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to IndemniteeCovered Agent. After notice from the Company to Indemnitee Covered Agent of its election to assume the defense thereof, the Company will not be liable to Indemnitee Covered Agent under this Agreement for any legal or other expenses subsequently incurred by Indemnitee Covered Agent in connection with the defense thereof other than except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee Covered Agent shall have the right to employ its own separate counsel in such action, suit or proceedingProceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee Covered Agent unless (i) the employment of counsel by Indemnitee Covered Agent has been authorized by the Company, (ii) Indemnitee shall have Covered Agent has reasonably concluded concluded, and so notified the Company, that there may be a is an actual conflict of interest between the Company and the Indemnitee Covered Agent in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Covered Agent’s separate counsel shall be at the expense of the Company, (iv) there has been a Change in Control, or (v) Covered Agent shall have reasonably concluded that counsel engaged by the Company on behalf of Covered Agent may not adequately represent Covered Agent. A “Change in Control” shall mean: (a) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the beneficial ownership of securities of the Company possessing more than fifty percent (50%) of the combined voting power of all outstanding securities of the Company; (b) a merger or consolidation in which the Company is not the surviving entity, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to such merger or consolidation hold, in the aggregate, securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the surviving entity immediately after such merger or consolidation; (c) the sale, transfer or other disposition (in one or more transactions or series of related transactions) of all or substantially all of the assets of the Company; (d) a complete liquidation or dissolution of the Company; or (e) any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding voting securities are transferred to or acquired by one or more persons or entities different from the persons or entities holding those securities immediately prior to such merger. If, under applicable laws and rules of attorney professional conduct, there exists a potential, but not actual, conflict of interest between the Company and Covered Agent, the Company’s indemnification and Expense advancement obligations to Covered Agent under this Agreement shall include reasonable legal fees and reasonable costs incurred by Covered Agent for separate counsel retained by Covered Agent to monitor the Proceeding (so that such separate counsel may assume Covered Agent’s defense if the conflict of interest between the Company and Covered Agent becomes an actual conflict of interest). The existence of an actual or potential conflict, and whether any such conflict may be waived, shall be determined pursuant to the rules of attorney professional conduct and applicable law. The Company shall not be entitled to assume the defense of any claim Proceeding brought by or on behalf of the Company or as to which Indemnitee Covered Agent shall have made the conclusion provided for in clause (ii) above; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days Promptly after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying of the proceeding, commencement thereof; but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the The Company will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such action, suit or proceeding, Proceeding but the fees and expenses Expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, or (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such actionProceeding, or (iii) the Company shall not in fact have employed counsel to assume the defense of such actionProceeding, in each of which cases the fees and expenses Expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and. (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action Proceeding or claim effected without its written consent. The Company shall not settle any action Proceeding or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days after receipt by Indemnitee of notice of As a condition precedent to the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is Employee’s right to be made against indemnified, the Company under this Agreement, submit to the Company a written notice identifying the proceeding, but the omission so to Employee must notify the Company in writing as soon as practicable of any Proceeding for which indemnity will not relieve it from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack of noticeor could be sought. With respect to any such Claim as to Proceeding of which Indemnitee notifies the Company of the commencement thereof: (a) is so notified, the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel selected by reasonably acceptable to the Board of Directors and satisfactory to IndemniteeEmployee. After notice from the Company to Indemnitee the Employee of its election so to assume the defense thereofsuch defense, the Company will shall not be liable to Indemnitee under this Agreement the Employee for any legal or other expenses subsequently incurred by Indemnitee the Employee in connection with the defense thereof such Proceeding, other than reasonable costs of investigation or as otherwise provided belowbelow in this Section 13.5. Indemnitee The Employee shall have the right to employ its her own counsel in connection with such action, suit or proceedingProceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee the Employee unless (i) the employment of counsel by Indemnitee the Employee has been authorized by the Company, (ii) Indemnitee counsel to the Employee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Company and the Indemnitee Employee in the conduct of the defense of such action, Proceeding or (iii) the Company shall not in fact have employed counsel to assume the defense of such actionProceeding, in each of which cases the fees and expenses of counsel for the Employee shall be at the expense of the Company, except as otherwise expressly provided by this Agreement. The Company shall not be entitled entitled, without the consent of the Employee, to assume the defense of any claim brought by or on behalf in the right of the Company or as to which Indemnitee counsel for the Employee shall have reasonably made the conclusion provided for in clause (ii) above; and (c) the . The Company shall not be liable required to indemnify Indemnitee the Employee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without its written consent. The Company shall not settle any action or claim Proceeding in any manner which would impose any penalty or limitation on Indemnitee the Employee without Indemniteethe Employee’s written consent. Neither the Company nor Indemnitee the Employee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days after receipt by Indemnitee of notice shall notify the Company of the commencement of a Claim which any action, suit or proceeding, and of the receipt of any notice or threat that any such legal proceeding has been or shall or may involve an Indemnifiable Event, be initiated against Indemnitee will, if a claim in respect thereof is to be made (including any proceedings by or against the Company under this Agreementand any subsidiary thereof), submit to the Company a written notice identifying the proceeding, promptly upon Indemnitee first becoming so aware; but the omission to so to notify the Company will not relieve it the Company from any liability which it may have to Indemnitee under this Agreement unless and to the extent that such failure to provide notice materially and adversely impacts the Company’s ability to defend such action. Notice to the Company is materially prejudiced by shall be directed to the Chief Executive Officer or Chief Financial Officer of the Company at the address shown in the preamble to this Agreement (or such lack of noticeother address as the Company shall designate in writing to Indemnitee). With respect to any such Claim action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereofthereof and without derogating from Sections 1.1 and 2: (a) the 7.1. The Company will be entitled to participate therein at its own expense;. (b) except 7.2. Except as otherwise provided below, to the extent that it may wishCompany, the Company alone or jointly with any other indemnifying party similarly notified notified, will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided belowCompany. Indemnitee shall have the right to employ its his or her own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless Indemnitee, unless: (i) the employment of counsel by Indemnitee has been authorized in writing by the Company, ; (ii) Indemnitee the Company shall have have, in good faith, reasonably concluded that there may be a conflict of interest under the law and rules of attorney professional conduct applicable to such claim between the Company and the Indemnitee in the conduct of the defense of such action, ; or (iii) the Company shall has not in fact have employed counsel to assume the defense of such actionaction within reasonable time, in each of which cases the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee the Company shall have made reached the conclusion provided for specified in clause (ii) above; and. (c) the 7.3. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts or expenses paid in connection with a settlement of any action action, claim or claim otherwise, effected without its the Company’s prior written consent. 7.4. The Company shall have the right to conduct the defense as it sees fit in its sole discretion (provided that the Company shall conduct the defense in good faith and in a diligent manner and that the Company and its counsel shall keep the Indemnitee reasonably notified on a regular basis of all events in the action), including the right to settle or compromise any claim or to consent to the entry of any judgment against Indemnitee without the consent of the Indemnitee, provided that, the amount of such settlement, compromise or judgment does not settle exceed the Limit Amount (if applicable) and is fully indemnifiable pursuant to this Agreement (subject to Section 1.2 of this Agreement) and/or applicable law, and any action such settlement, compromise or claim in any manner which would judgment does not impose any penalty or limitation on Indemnitee without the Indemnitee’s prior written consent. The Indemnitee’s consent shall not be required if the settlement includes a complete release of Indemnitee, does not contain any admission of wrong-doing by Indemnitee, and includes monetary sanctions only as provided above. In the case of criminal proceedings, the Company and/or its legal counsel will not have the right to plead guilty or agree to a plea-bargain in the Indemnitee’s name without the Indemnitee’s prior written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement. 7.5. Indemnitee shall fully cooperate with the Company and shall give the Company all information and access to documents, files and to his or her advisors and representatives as shall be within Indemnitee’s power, in every reasonable way as may be required by the Company with respect to any claim that is the subject matter of this Agreement and in the defense of other claims asserted against the Company (other than claims asserted by Indemnitee), provided that the Company shall cover all expenses, costs and fees incidental thereto such that the Indemnitee will not be required to pay or bear such expenses, costs and fees. 7.6. Indemnitee shall not be required to admit and/or assume any responsibility for any matter for which the Indemnitee is entitled to indemnification pursuant with this Agreement without the Company’s consent thereto, such consent not to be unreasonably withheld.

Notification and Defense of Claim. Within 30 days Promptly after receipt by Indemnitee Director of notice of the commencement of a Claim which may involve an Indemnifiable Eventany action, Indemnitee willsuit or proceeding, Director shall, if a claim in respect thereof hereof is to be made against the Company under this Agreement, submit to the Company a written notice identifying the proceeding, but the omission so to notify the Company will of the commencement thereof; provided, however, that delay in so notifying the Company shall not constitute a waiver or release by Director of rights hereunder and that omission by Director to so notify the Company shall not relieve it the Company from any liability which it may have to Indemnitee Director otherwise than under this Agreement unless Agreement, except to the Company extent that the Company's ability to defend is materially prejudiced adversely affected by such lack of noticedelay. With respect to any such Claim action, suit or proceeding as to which Indemnitee Director notifies the Company of the commencement thereof: (a) the The Company will shall be entitled to participate therein at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume the defense thereof, with thereof and to employ counsel selected by the Board of Directors and reasonably satisfactory to IndemniteeDirector. After notice from the Company to Indemnitee Director of its election to so assume the defense thereof, the Company will shall not be liable to Indemnitee Director under this Agreement for any legal or other expenses subsequently incurred by Indemnitee Director in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee Director shall have the right to employ its counsel of his own counsel choosing in such action, suit or proceeding, proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption by the Company of the defense thereof shall be at the expense of Indemnitee Director unless (i) the employment of counsel by Indemnitee Director has been specifically authorized by the Company, such authorization to be conclusively established by action by disinterested members of the Board of Directors though less than a quorum; (ii) Indemnitee shall have reasonably concluded that there may representation by the same counsel of both Director and the Company would, in the reasonable judgment of Director and the Company, be a inappropriate due to an actual or potential conflict of interest of',interest between the Company and the Indemnitee Director in the conduct of the defense of such action, such conflict of interest to be conclusively established by an opinion of counsel to the Company to such effect; (iii) the counsel employed by the Company and reasonably satisfactory to Director has advised Director in writing that such counsel s representation of Director would likely involve such counsel in representing differing interests which could adversely affect the judgment or loyalty of such counsel to Director, whether it be a conflicting, inconsistent, diverse or other interest; or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of paid by the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion a conflict of interest has been established as provided for in clause (ii) above; and (c) hereof. Notwithstanding the foregoing, if an insurance company has supplied directors' and officers' liability insurance covering an action, suit or proceeding, then such insurance company shall employ counsel to conduct the defense of such action, suit or proceeding unless Director and the Company reasonably concur in writing that such counsel is unacceptable. After notice from the insurer, the Company shall not be liable to Director under this Agreement for any legal or other costs and expenses subsequently incurred by Director. (c) The Company shall not be liable to indemnify Indemnitee Director under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any liability or penalty or limitation on Indemnitee Director without Indemnitee’s Director's written consent. Neither the Company nor Indemnitee will Director shall unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days Promptly after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany action, suit or proceeding, Indemnitee willshall, if a claim in respect thereof hereof is to be made against the Company under this Agreement, submit to the Company a written notice identifying the proceeding, but the omission so to notify the Company will of the commencement thereof; provided, however, that delay in so notifying the Company shall not constitute a waiver or release by Indemnitee of rights hereunder and that omission by Indemnitee to so notify the Company shall not relieve it the Company from any liability which it may have to Indemnitee otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the The Company will shall be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided below, to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume the defense thereof, with thereof and to employ counsel selected by the Board of Directors and reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to so assume the defense thereof, the Company will shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its counsel of his own counsel choosing in such action, suit or proceeding, proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption by the Company of the defense thereof shall be at the expense of Indemnitee unless unless: (i) the employment of counsel by Indemnitee has been specifically authorized by the Company, such authorization to be conclusively established by action by disinterested members of the Board of Directors though less than a quorum; (ii) representation by the same counsel of both Indemnitee shall have reasonably concluded that there may and the Company would, in the reasonable judgment of Indemnitee and the Company, be a inappropriate due to an actual or potential conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, such conflict of interest to be conclusively established by an opinion of counsel to the Company to such effect; (iii) the counsel employed by the Company and reasonably satisfactory to Indemnitee has advised Indemnitee in writing that such counsel's representation of Indemnitee would likely involve such counsel in representing differing interests which could adversely affect the judgment or loyalty of such counsel to Indemnitee, whether it be a conflicting, inconsistent, diverse or other interest; or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of paid by the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion a conflict of interest has been established as provided for in clause (ii) above; andhereof. Notwithstanding the foregoing, if an insurance company has supplied directors' and officers' liability insurance covering an action, suit or proceeding, then such insurance company shall employ counsel to conduct the defense of such action, suit or proceeding unless Indemnitee and the Company reasonably concur in writing that such counsel is unacceptable. (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any liability or penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee will shall unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days Promptly after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying of the proceeding, commencement thereof; but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the The Company will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such action, suit or proceeding, Proceeding but the fees and expenses Expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, or (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such actionProceeding, or (iii) the Company shall not in fact have employed counsel to assume the defense of such actionProceeding, in each of which cases the fees and expenses Expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and. (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action Proceeding or claim effected affected without its written consent. The Company shall not settle any action Proceeding or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days after receipt by If any action, suit, proceeding or other Claim is brought against Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is to of which indemnity may be made against the Company sought under this Agreement, submit to the Company a written notice identifying the proceeding, but the omission so to : 5.1. Indemnitee will promptly notify the Company will not relieve it from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack of notice. With respect to any such Claim as to which Indemnitee notifies the Company in writing of the commencement thereof: (a) , and the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with and any other indemnifying party similarly notified will be entitled to participate therein at its own expense or to assume the defense thereof, with thereof and to employ counsel selected by the Board of Directors and reasonably satisfactory to Indemnitee. After notice from Notice to the Company shall be directed to Indemnitee the Chief Executive Officer of its election to assume the defense thereof, the Company will not be liable to Indemnitee under at the address shown on the signature page of this Agreement for any legal (or such other expenses subsequently incurred address as the Company shall designate in writing to Indemnitee). Notice shall be deemed received three (3) business days after the date postmarked if sent by Indemnitee in connection with domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the defense thereof other than reasonable costs of investigation or as otherwise provided belowCompany. Indemnitee shall have the right to employ its own counsel in connection with any such action, suit or proceedingClaim and to participate in the defense thereof, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment Company shall not have assumed the defense of the Claim and employed counsel by for such defense, or (ii) the named parties to any such action (including any impleaded parties) include both Indemnitee has been authorized by and the Company, (ii) and Indemnitee shall have reasonably concluded that there may be joint representation is inappropriate under applicable standards of professional conduct due to a material conflict of interest between the Company Indemnitee and the Indemnitee in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such actionCompany, in each either of which cases events the reasonable fees and expenses of such counsel to the Indemnitee shall be at borne by the expense Company upon delivery to the Company of the Companyundertaking referred to in Section 1.2. The However, in no event will the Company shall not be entitled obligated to assume pay the defense fees or expenses of more than one firm of attorneys representing Indemnitee and any claim brought by or on behalf other Office Holders of the Company in connection with any one Claim or as to which Indemnitee shall have made separate but substantially similar or related Claims in the conclusion provided for in clause (ii) above; andsame jurisdiction arising out of the same general allegations or circumstances. (c) the 5.2. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Claim effected without its the Company’s written consent. The , and the Company shall not settle any action or claim Claim in any a manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither ; provided, however, that neither the Company nor Indemnitee will unreasonably withhold or delay their its consent to any proposed settlementsettlement and, provided further, that if a Claim is settled by the Indemnitee with the Company’s written consent, or if there be a final judgment or decree for the plaintiff in connection with the Claim by a court of competent jurisdiction, the Company shall indemnify and hold harmless Indemnitee from and against any and all losses, costs, expenses and liabilities incurred by reason of such settlement or judgment. 5.3. Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power. 5.4. Any indemnification provided for in Section 1 shall be made no later than forty-five (45) days after receipt of the written request of Indemnitee. If a Claim under this Agreement, under any statute, or under any provision of the Certificate or Bylaws providing for indemnification, is not paid in full by the Company within forty-five (45) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 13 of this Agreement, Indemnitee shall also be entitled to be reimbursed for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed but the burden of proving such defense shall be on the Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 4 unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. 5.5. If, at the time of the receipt of a notice of a Claim, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

Notification and Defense of Claim. Within 30 days after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to the Company a written notice identifying the proceeding, but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack of notice. With respect to any such Claim as to which Indemnitee notifies the Company of the commencement thereof: (a) the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days Promptly after receipt by Indemnitee Director of notice of the commencement of a Claim which may involve an Indemnifiable Eventany Proceeding, Indemnitee Director will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying of the proceeding, commencement thereof; but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee Director otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim Proceeding as to which Indemnitee Director notifies the Company of the commencement thereof: (a) the The Company will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to IndemniteeDirector. After notice from the Company to Indemnitee Director of its election so to assume the defense thereof, the Company will not be liable to Indemnitee Director under this Agreement for any legal or other expenses Expenses subsequently incurred by Indemnitee Director in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee Director shall have the right to employ its own counsel in such action, suit or proceeding, Proceeding but the fees and expenses Expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee Director unless (i) the employment of counsel by Indemnitee Director has been authorized by the Company, or (ii) Indemnitee Director shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee Director in the conduct of the defense of such actionProceeding, or (iii) the Company shall not in fact have employed counsel to assume the defense of such actionProceeding, in each of which cases the fees and expenses Expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim Proceeding brought by or on behalf of the Company or as to which Indemnitee Director shall have made the conclusion provided for in clause (ii) above; and. (c) the The Company shall not be liable to indemnify Indemnitee Director under this Agreement for any amounts paid in settlement of any action Proceeding or claim effected without its written consent. The Company shall not settle any action Proceeding or claim in any manner which would impose any penalty or limitation on Indemnitee Director without IndemniteeDirector’s written consent. Neither the Company nor Indemnitee Director will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days after receipt by Indemnitee of notice shall notify the Company of the commencement of a Claim which any action, suit or proceeding, and of the receipt of any notice or threat that any such legal proceeding has been or shall or may involve an Indemnifiable Event, be initiated against Indemnitee will, if a claim in respect thereof is to be made (including any proceedings by or against the Company under this Agreementand any subsidiary thereof), submit to the Company a written notice identifying the proceeding, promptly upon Indemnitee first becoming so aware; but the omission so to notify the Company will not relieve it the Company from any liability which it may have to Indemnitee under this Agreement unless and to the extent that such failure to provide notice materially and adversely prejudices the Company’s ability to defend such action. Notice to the Company is materially prejudiced by shall be directed to the Chief Executive Officer or Chief Financial Officer of the Company at the address shown in the preamble to this Agreement (or such lack of noticeother address as the Company shall designate in writing to Indemnitee). With respect to any such Claim action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereofthereof and without derogating from Sections 1.1 and 2: (a) 7.1. The Indemnitee will have the right to select a defense counsel unless the Company will be entitled has notified him, within 10 days after it receives the Indemnitee's notice as mentioned above, of its decision to participate therein at its own expense;assume the Indemnitee's defense, subject to Section 7.2. (b) except 7.2. Except as otherwise provided below, to the extent that it may wishCompany, the Company alone or jointly with any other indemnifying party similarly notified notified, will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to IndemniteeCompany which counsel is reasonably reputable with experience in the relevant field. After notice from the Company to Indemnitee of its election to assume the defense thereofIn such case, the Company will not fees and expenses of such counsel shall be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred paid by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided belowCompany. Indemnitee shall have the right to employ its his or her own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless Indemnitee, unless: (i) the employment of counsel by Indemnitee has been authorized in writing by the Company, ; (ii) Indemnitee shall have have, in good faith, reasonably concluded that there may be a conflict of interest under the law and rules of attorney professional conduct applicable to such claim between the Company and the Indemnitee in the conduct of the defense of such action, ; or (iii) the Company shall has not in fact have employed counsel to assume the defense of (or perform any other act that requires prompt action in connection with) such action, in each of which cases case the reasonable fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made reached the conclusion provided for specified in clause (ii) above; and. (c) the 7.3. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts or expenses paid in connection with a settlement of any action action, claim or claim otherwise, effected without its the Company’s prior written consent. 7.4. The Subject to the provisions of Section 7.2, the Company shall have the right to conduct the defense as it sees fit in its sole discretion (provided that the Company shall conduct the defense in good faith and in a diligent manner), including the right to settle or compromise any claim or to consent to the entry of any judgment against Indemnitee without the consent of the Indemnitee, provided that, the amount of such settlement, compromise or judgment does not settle exceed the Limit Amount (if applicable) and is fully indemnifiable pursuant to this Agreement (subject to Section 1.2 of this Agreement) and/or applicable law, and any action such settlement, compromise or claim in any manner which would judgment does not impose any penalty or limitation on Indemnitee without the Indemnitee’s prior written consent. The Indemnitee’s consent shall not be required if the settlement includes a complete release of Indemnitee, does not contain any admission of wrong-doing by Indemnitee, and includes monetary sanctions only as provided above. In the case of criminal proceedings the Company and/or its legal counsel will not have the right to plead guilty or agree to a plea-bargain in the Indemnitee’s name without the Indemnitee’s prior written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement. 7.5. Indemnitee shall fully cooperate with the Company and shall give the Company all information and access to documents, files and to his advisors and representatives as shall be within Indemnitee’s power, in every reasonable way as may be required by the Company with respect to any claim which is the subject matter of this Agreement and in the defense of other claims asserted against the Company (other than claims asserted by Indemnitee), except to the extent Indemnitee has a conflict of interest with the Company in respect thereto, provided that the Company shall cover all expenses, costs and fees incidental thereto such that the Indemnitee will not be required to pay or bear such expenses, costs and fees.

Notification and Defense of Claim. Within 30 days after (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of written notice of the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit thereof. The written notification to the Company shall include a written notice identifying description of the proceeding, but nature of the omission so Proceeding and the facts underlying the Proceeding. The failure by Indemnitee to notify the Company will not relieve it the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement unless Agreement, and any delay in so notifying the Company is materially prejudiced shall not constitute a waiver by such lack Indemnitee of noticeany rights. With respect to any such Claim Proceeding as to which the Indemnitee notifies has so notified the Company of the commencement thereofCompany: (ai) the The Company will be entitled to participate therein at its own expense;; and (bii) except Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to may assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to the Indemnitee. After notice from the Company to notifies the Indemnitee of its election to so assume the defense thereofdefense, the Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with the defense thereof defense, other than legal Expenses relating to the reasonable costs of investigation, including an investigation in connection with determining whether there exists a conflict of interest of the type described in clause (ii) of this paragraph, or as otherwise provided belowin this paragraph. The Indemnitee shall have the right to employ its own his or her counsel in such action, suit or proceeding, proceeding but the fees and expenses of such counsel incurred after notice from the Company notifies the Indemnitee of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the Company authorizes the Indemnitee’s employment of counsel, provided, that following a Change of Control, the Indemnitee shall be entitled to employ his or her own counsel at the Company’s expense after giving not less than 30 days’ notice to the Company unless the Company has Unaffiliated Directors and a majority of the Unaffiliated Directors determine that the Indemnitee’s interests are adequately represented by Indemnitee has been authorized the counsel employed by the Company, ; (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion provided for described in clause (ii) above; andof this paragraph. (cb) the The Company shall not be liable obligated to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will shall unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 Not later than thirty --------------------------------- (30) days after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany action, suit or proceeding, Indemnitee willshall, if a claim in respect thereof is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying of the proceeding, commencement thereof; but the Indemnitee's omission so to notify the Company will not relieve it the Company from any liability which it may have to Indemnitee otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the The Company will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wish, the Company shall, jointly with any other indemnifying party similarly notified will notified, be entitled to assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof thereof, other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its the Company's assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, ; or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, ; in each of which cases the fees and expenses of Indemnitee's separate counsel shall be at the expense of paid by the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and. (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days Promptly after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany Claim, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit give reasonable notice to the Company a written notice identifying of the proceeding, commencement thereof; but the omission so to notify the Company will not relieve it the Company from any liability which it may have to Indemnitee under this Agreement unless the Company is can demonstrate by clear and convincing evidence that it was materially prejudiced by the failure to receive such lack of notice. With respect to any such Claim as to which Indemnitee notifies the Company of the commencement thereofbecomes involved: (a) the The Company will be entitled to participate therein at its own expense; (b) except Except as otherwise provided below, to the extent that it may wish, the Company may, jointly with any other indemnifying party similarly notified will be entitled to party, assume the defense thereof, with outside counsel selected by the Board of Directors and which must be reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereofthereof (and consent of Indemnitee as to the Company’s choice of outside counsel, which consent will not be unreasonably withheld), the Company will not be liable to Indemnitee under this Agreement for any legal or all Expenses (subject to Section 11 below and other expenses subsequently than as provided below with respect to attorneys’ fees) incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided belowtherewith. Indemnitee shall have the right to employ its own personal counsel in proceedings related to such action, suit or proceedingClaim, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof (and consent of Indemnitee as to the Company’s choice of outside counsel) shall be at the expense of Indemnitee Indemnitee, unless (i) the employment of counsel by for Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded in good faith that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense (or part of the defense) of such action, action or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim Claim brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts Indemnifiable Liabilities paid in settlement of any action or claim Claim effected without its written consent. The Company shall not settle any action or claim Claim in any manner which would impose any penalty penalty, sanction or limitation on Indemnitee Indemnitee, or otherwise indicate the existence of any wrongful act by Indemnitee, without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement. Without intending to limit the circumstances in which it would be unreasonable for the Company to withhold its consent to a settlement, the parties hereto agree it would be unreasonable for the Company to withhold its consent to a settlement in an amount that did not exceed, in the business judgment of the Board of Directors of the Company, the estimated amount of Expenses of Indemnitee to litigate the Claim to conclusion, provided that there is no other materially adverse consequence to the Company from such settlement.

Notification and Defense of Claim. Within 30 days As soon as practicable after receipt by the Indemnitee of notice actual knowledge of any action, suit or proceeding the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee willwill notify the Indemnitors thereof, if a claim in respect thereof may be or is to be being made by the Indemnitee against the Company Indemnitors under this Agreement, submit to the Company a written notice identifying the proceeding, but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack of notice. With respect to any such Claim action, suit or proceeding as to which the Indemnitee notifies has so notified the Company of the commencement thereofIndemnitors: (a) the Company The Corporation will be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided below, to the extent that it Indemnitors may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to the Indemnitee. After notice from the Company to Indemnitors notify the Indemnitee of its their election to so assume the defense thereofdefense, the Company Indemnitors will not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof defense, other than reasonable costs of investigation, including an investigation in connection with determining whether there exists a conflict of interest of the type described in (ii) of this paragraph, or as otherwise provided belowin this paragraph. The Indemnitee shall have the right to employ its own his or her counsel in such action, suit or proceeding, proceeding but the fees and expenses of such counsel incurred after notice from the Company Indemnitors notify the Indemnitee of its their assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the Indemnitors authorize the Indemnitee's employment of counsel by Indemnitee has been which, following a "Change of Control", shall be effective if authorized by a majority of the Company"disinterested directors" (which terms are defined in Section 2(e)), although less than a quorum or majority of a quorum of the directors then in office; (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Indemnitors and the Indemnitee in the conduct of the defense of such action, or (iii) the Company Indemnitors shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the CompanyIndemnitors. The Company Indemnitors shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company Indemnitors or as to which the Indemnitee shall have made the conclusion provided for described in clause (ii) above; andof this paragraph. (c) the Company The Indemnitors shall not be liable obligated to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its their written consent. The Company Indemnitors shall not settle any action or claim in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Company Indemnitors nor the Indemnitee will shall unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days Promptly after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying in writing of the proceeding, commencement thereof; but the omission to so to notify the Company will not relieve it the Company from any liability which that it may have to Indemnitee otherwise than under this Agreement unless the Company is materially prejudiced by such lack Agreement. Notwithstanding any other provision of notice. With this Agreement, with respect to any such Claim action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the The Company will be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided belowin this Section 11(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to so assume the defense thereof, the Company will shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its his own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, action or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and. (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which that would impose any penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days after receipt by Indemnitee of notice of As a condition precedent to the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is Indemnitee’s right to be made against indemnified, the Company under this Agreement, submit to the Company a written notice identifying the proceeding, but the omission so to Indemnitee must notify the Company in writing as soon as practicable of any Proceeding for which indemnity will not relieve it from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack of noticeor could be sought. With respect to any such Claim as to Proceeding of which Indemnitee notifies the Company of the commencement thereof: (a) is so notified, the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel selected by reasonably acceptable to the Board of Directors and satisfactory to Indemnitee. After notice from the Company to the Indemnitee of its election so to assume the defense thereofsuch defense, the Company will shall not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof such Proceeding, other than reasonable costs of investigation or as otherwise provided belowbelow in this Paragraph 7. The Indemnitee shall have the right to employ its his or her own counsel in connection with such action, suit or proceedingProceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Company and the Indemnitee in the conduct of the defense of such action, Proceeding or (iii) the Company shall not in fact have employed counsel to assume the defense of such actionProceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Company, except as otherwise expressly provided by this Agreement. The Company shall not be entitled entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or on behalf in the right of the Company or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above; and (c) the . The Company shall not be liable required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without its written consent. The Company shall not settle any action or claim Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days Promptly after receipt by Indemnitee of notice of the commencement or threatened commencement of a Claim which may involve an Indemnifiable Eventany Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying of the proceeding, commencement thereof; but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim action, Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the The Company will be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel selected by the Board of Directors Company and satisfactory consented to by Indemnitee, which consent shall not be unreasonably withheld. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its his own counsel in such action, suit or proceeding, proceeding but the fees and expenses of such counsel incurred after the notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee exists in the conduct of the defense of such action, ; or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made a conflict of interest exists between the conclusion provided for in clause (ii) above; and (c) the Company and Indemnitee. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days Promptly after receipt by Indemnitee of notice of any Proceeding, Indemnitee will notify the Companies in writing of the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to the Company a written notice identifying the proceeding, thereof; but the omission to so to notify the Company Companies will not relieve it them from any liability which it that they may have to Indemnitee under except as provided in Section 6(a). Notwithstanding any other provision of this Agreement unless the Company is materially prejudiced by such lack of notice. With Agreement, with respect to any such Claim as to Proceeding of which Indemnitee notifies the Company of the commencement thereofCompanies: (a) the Company will be entitled to participate therein at its own expense; (b) except Except as otherwise provided belowin this Section 8, to the extent that it they may wish, the Company Companies may, separately or jointly with any other indemnifying party similarly notified will be entitled to party, assume the defense thereofof a Proceeding, with legal counsel selected by reasonably acceptable to the Board of Directors and satisfactory to Indemnitee. After notice from the Company Companies to Indemnitee of its their election to assume the defense thereofof the Proceeding, approval of such counsel by Indemnitee and the retention of such counsel by the Companies, the Company will Companies shall not be liable to Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by Indemnitee in connection relating to fees of separate counsel engaged by or on behalf of Indemnitee with respect to the defense thereof other than reasonable costs of investigation or same Proceeding, except as otherwise provided below. Indemnitee shall have the right to employ its Indemnitee’s own counsel in such action, suit or proceedingProceeding, but the fees and expenses of such counsel incurred after notice from the Company Companies of its their assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the CompanyCompanies, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Companies and the Indemnitee in the conduct of the defense of such actionthe Proceeding, or (iii) the Company Companies shall not within thirty (30) calendar days of receipt of notice from Indemnitee in fact have employed counsel to assume the defense of such actionthe Proceeding, in each of which cases the fees and expenses of counsel for Indemnitee shall be at the expense of the Company. Companies. (b) The Company Companies shall not be entitled entitled, without the consent of the Indemnitee, to assume the defense of any claim Proceeding brought by or on behalf of the Company Companies, or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause subparagraph (iia)(ii) above; and. (c) Regardless of whether the Company Companies have assumed the defense of a Proceeding, the Companies shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without its the Companies’ prior written consent. The Company , and the Companies shall not settle any action or claim Proceeding in any manner which that would impose any penalty or limitation on on, or require any payment from, Indemnitee without Indemnitee’s prior written consent. Neither the Company Companies nor Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days (a) Promptly after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany Proceeding, Indemnitee will, if a claim in respect thereof thereto is to be made against the Company Bank under this Agreement, submit notify the Bank of the commencement thereof. Such notification shall include all documents and other information necessary for the Bank to the Company a written notice identifying the proceeding, but the omission determine whether Indemnitee is entitled to indemnification and reasonably available to Indemnitee. The failure so to notify the Company Bank will not relieve it the Bank from any liability except to the extent that the Bank is prejudiced by such failure, nor will the failure to so notify the Bank relieve the Bank from any liability which it may have to Indemnitee otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim Proceeding as to which Indemnitee so notifies the Company of the commencement thereofBank: (a1) the Company Bank will be entitled to participate therein at its own expense;; and (b2) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to Bank may assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemnitee. . (b) After notice from the Company Bank to Indemnitee of its election to assume the defense thereof, the Company Bank will not be liable to Indemnitee under this Agreement or otherwise for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel of his choosing in such action, suit or proceeding, Proceeding but the fees and expenses of such counsel incurred after notice from the Company Bank of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized in writing by the CompanyBank, (ii) the Bank and Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Bank and the Indemnitee in the conduct of the defense of such actionProceeding, or (iii) the Company Bank shall not in fact have employed failed or refused to employ counsel to assume the defense of such actionProceeding, in each of which cases the reasonable fees and expenses of Indemnitee’s counsel shall be at paid by the expense of the Company. The Company shall not be entitled to assume the defense of any claim brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; andBank. (c) the Company The Bank shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected Proceeding without its prior written consent. The Company Bank shall not settle any action or claim such Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Company Bank nor Indemnitee will unreasonably withhold his or delay their its consent to any proposed settlement. (d) If the Bank and Indemnitee employ the same legal counsel in connection with a Proceeding and there develops a conflict of interest between the Bank and Indemnitee in the conduct of the defense of such Proceeding, then Indemnitee agrees to employ different counsel (the fees and expenses of which shall be paid by the Bank if such fees and expenses are otherwise payable pursuant to this Agreement) and to take all actions reasonably necessary to allow the Bank to continue to employ the counsel employed by both the Bank and Indemnitee prior to such conflict arising.

Notification and Defense of Claim. Within 30 days Promptly after receipt by Indemnitee the Executive of notice of the commencement of a Claim which may involve an Indemnifiable Eventany Proceeding, Indemnitee the Executive will, if a claim in respect thereof is to be made against the Company Employer under this Agreement, submit to notify the Company a written notice identifying Employer in writing of the proceeding, commencement thereof; but the omission to so to notify the Company Employer will not relieve it the Employer from any liability which that it may have to Indemnitee the Executive otherwise than under this Agreement unless the Company is materially prejudiced by such lack Agreement. Notwithstanding any other provision of notice. With this Agreement, with respect to any such Claim Proceeding as to which Indemnitee notifies the Company Executive gives notice to the Employer of the commencement thereof: (ai) the Company The Employer will be entitled to participate therein at its own expense;; and (bii) except Except as otherwise provided below, in this Section 8.2(a)(ii) to the extent that it may wish, the Company Employer, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemniteethe Executive. After notice from the Company Employer to Indemnitee the Executive of its election to so assume the defense thereof, the Company will Employer shall not be liable to Indemnitee the Executive under this Agreement for any legal or other expenses subsequently incurred by Indemnitee the Executive in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee The Executive shall have the right to employ its the Executive's own counsel in such action, suit or proceedingProceeding, but the fees and expenses of such counsel incurred after notice from the Company Employer of its assumption of the defense thereof shall be at the expense of Indemnitee the Executive unless (ia) the employment of counsel by Indemnitee the Executive has been authorized by the CompanyEmployer, (iib) Indemnitee the Executive shall have reasonably concluded that there may be a conflict of interest between the Company Employer and the Indemnitee Executive in the conduct of the defense of such actionProceeding (which conclusion shall be deemed reasonable if, without limitation, such action shall seek any remedy other than money damages and the Executive would be personally affected by such remedy or the carrying out thereof), or (iiic) the Company Employer shall not in fact have employed counsel to assume the defense of such actionthe Proceeding, in each of which cases the fees and expenses of counsel shall be at the expense of the CompanyEmployer. The Company Employer shall not be entitled to assume the defense of any claim Proceeding brought against the Executive by or on behalf of the Company Employer or as to which Indemnitee the Executive shall have made reached the conclusion provided for in clause (iib) above; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days (a) Promptly after receipt by the Indemnitee of notice of any pending or threatened Proceeding, the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee willshall, if a claim in respect thereof is to be made against the Company under this Agreement, submit notify the Company of such threatened or pending Proceeding. To be effective, such notice need only set forth the general basis upon which the Indemnitee became aware of the Proceeding; provided, however, if the Indemnitee shall have been personally served with a subpoena, summons, complaint, interrogatories or other papers, documents or materials, a copy thereof shall be attached to such notice and such notice shall be delivered to the Company within two (2) business days of the date on which the Indemnitee was so served. No indemnification provided for in Section 2 of this Agreement shall be available to the Indemnitee if he fails to give an appropriate and timely notice and, as a written notice identifying the proceedingdirect result thereof, but the omission so to notify the Company will not relieve it from any liability was unaware of the Proceeding to which it may such notice would have to Indemnitee under this Agreement unless the Company is materially related and was prejudiced by the failure to give such lack of notice. . (b) With respect to any such Claim Proceeding as to which the Indemnitee notifies the Company of the commencement thereof: (a) , the Company will shall be entitled to participate therein in the Proceeding at its own expense; (b) expense and, except as otherwise provided below, to the extent that the Company so desires, it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, thereof with counsel selected by the Board of Directors and mutually satisfactory to Indemniteethe Indemnitee and to the Company. After notice from the Company to the Indemnitee of its election to assume the defense thereof, the Company will shall not be liable to the Indemnitee under this Agreement or otherwise for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with the defense thereof of such Proceeding other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ its his own counsel in such action, suit or proceedingProceeding, but the fees and expenses of such counsel all Expenses related thereto incurred after notice from the Company of its assumption of the defense thereof shall be at the Indemnitee's expense of Indemnitee unless unless: (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded has determined in good faith that there may be a conflict of interest between the Company Indemnitee and the Indemnitee Company in the conduct of the defense of such actionthe Proceeding, or (iii) the Company shall not in fact have employed counsel promptly to assume the defense of such action, Proceeding; in each of which cases cases, after prompt notice to the fees and expenses Company, all Expenses of counsel the Proceeding shall be at borne by the expense Company and subject to payment pursuant to Sections 2, 3 and 4 of the Companythis Agreement. The Company shall not be entitled to assume the defense of any claim Proceeding brought by or on behalf of the Company against the Indemnitee or as to which the Indemnitee shall have made the conclusion determination provided for in clause (ii) above; and. (c) The Indemnitee shall do everything that the Company reasonably believes is necessary to defend against, settle, or both, any such Proceeding, including the execution of such documents necessary to enable the Company to effectively defend against such Proceeding, and the Indemnitee shall not make any admission without the Company's written consent unless the Indemnitee shall have determined to undertake his own defense in such matter and has waived the benefits of this Agreement. (d) The Company shall not be liable to indemnify the Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any action or claim Proceeding effected without its the Company's written consent. The Company shall not settle any action or claim Proceeding in any manner which that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Company nor the Indemnitee will shall unreasonably withhold its or delay their his consent to any proposed settlement. The Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; however, the Company's liability hereunder shall not be excused if participation in the Proceeding by the Company was barred by this Agreement.

Notification and Defense of Claim. Within 30 Not later than thirty (30) days after receipt by Indemnitee Director of notice of the commencement of a Claim which may involve an Indemnifiable Eventany action, Indemnitee suit or proceeding, Director will, if a claim in respect thereof is to be made against the Company NF under this Agreement, submit to notify NF of the Company a written notice identifying the proceeding, but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack of noticecommencement thereof. With respect to any such Claim action, suit or proceeding as to which Indemnitee Director notifies the Company NF of the commencement thereof: (a) the Company NF will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wishNF may, the Company at its option and jointly with any other indemnifying party similarly notified will be entitled and electing to assume such defense, assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to IndemniteeDirector. After notice from the Company NF to Indemnitee Director of its election to assume the defense thereof, the Company NF will not be liable to Indemnitee Director under this Agreement for any legal or other expenses subsequently incurred by Indemnitee Director in connection with the defense thereof other than except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee Director shall have the right to employ its own separate counsel in such action, suit or proceeding, proceeding but the fees and expenses of such counsel incurred after notice from the Company NF of its assumption of the defense thereof shall be at the expense of Indemnitee Director, unless (i) the employment of counsel by Indemnitee Director has been authorized by the CompanyNF, (ii) Indemnitee Director shall have reasonably concluded concluded, and NF has agreed, that there may be a is an actual conflict of interest between the Company NF and the Indemnitee Director in the conduct of the defense of such action, or (iii) the Company NF shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Director’s separate counsel shall be at the expense of the CompanyNF. The Company NF shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company NF or as to which Indemnitee Director and NF shall have made the conclusion provided for in clause (ii) above; and (c) the Company NF shall not be liable to indemnify Indemnitee Director under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which shall not be unreasonably withheld. The Company NF shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee Director without IndemniteeDirector’s written consent. Neither the Company nor Indemnitee will unreasonably withhold , which may be given or delay their consent to any proposed settlementwithheld in Director’s sole discretion.

Notification and Defense of Claim. Within 30 ---------- ---------------------------------- days after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to the Company a written notice identifying the proceeding, but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack of notice. With respect to any such Claim as to which Indemnitee notifies the Company of the commencement thereof: (a) the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days Promptly after receipt by of Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany Claim, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying of the proceedingcommencement thereof, but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack of noticehereunder. With respect to any such Claim as to which Indemnitee notifies the Company of the commencement thereof:. (a) the The Company will be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in with respect to such action, suit or proceedingClaim, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof with counsel satisfactory to Indemnitee shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, Company (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such actionClaim, or (iii) the Company shall not in fact have employed counsel to assume the defense of such actionClaim, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of paid immediately by the Company. The Company shall not be entitled to assume the defense of any claim Claim brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and (c) the The Company shall not be liable to indemnify the Indemnitee under this his Agreement for any amounts paid in settlement of any action or claim Claim effected without its written consent. The Company shall not settle any action or claim Claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 Not later than thirty (30) days after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany action, suit or proceeding, Indemnitee willshall, if a claim in respect thereof is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying of the proceeding, commencement thereof; but the Indemnitee's omission so to notify the Company will not relieve it the Company from any liability which it may have to Indemnitee otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the The Company will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wish, the Company shall, jointly with any other indemnifying party similarly notified will notified, be entitled to assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof thereof, other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its the Company's assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, ; or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, ; in each of which cases the fees and expenses of Indemnitee's separate counsel shall be at the expense of paid by the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and. (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days Promptly after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany action, suit or proceeding, Indemnitee willshall, if a claim in respect thereof hereof is to be made against the Company under this Agreement, submit to the Company a written notice identifying the proceeding, but the omission so to notify the Company will of the commencement thereof; provided, however, that delay in so notifying the Company shall not constitute a waiver or release by Indemnitee of rights hereunder and that omission by Indemnitee to so notify the Company shall not relieve it the Company from any liability which it may have to Indemnitee otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the The Company will shall be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided below, to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume the defense thereof, with thereof and to employ counsel selected by the Board of Directors and reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to so assume the defense thereof, the Company will shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its counsel of his own counsel choosing in such action, suit or proceeding, proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption by the Company of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been specifically authorized by the Company, such authorization to be conclusively established by action by disinterested members of the Board though less than a quorum; (ii) representation by the same counsel of both Indemnitee shall have reasonably concluded that there may and the Company would, in the reasonable judgment of Indemnitee and the Company, be a inappropriate due to an actual or potential conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, such conflict of interest to be conclusively established by an opinion of counsel to the Company to such effect; (iii) the counsel employed by the Company and reasonably satisfactory to Indemnitee has advised Indemnitee in writing that such counsel's representation of Indemnitee would likely involve such counsel in representing differing interests which could adversely affect the judgment or loyalty of such counsel to Indemnitee, whether it be a conflicting, inconsistent, diverse or other interest; or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of paid by the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion a conflict of interest has been established as provided for in clause (ii) above; andhereof. Notwithstanding the foregoing, if an insurance company has supplied directors' and officers' liability insurance covering an action, suit or proceeding, then such insurance company shall employ counsel to conduct the defense of such action, suit or proceeding unless Indemnitee and the Company reasonably concur in writing that such counsel is unacceptable. (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any liability or penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee will shall unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days Indemnitee shall notify the Company as soon as practicable after receipt by Indemnitee of notice actual knowledge of the commencement of a Claim which any proceeding that may involve result in Indemnitee making an Indemnifiable Event, Indemnitee will, if a indemnification claim in respect thereof is to be made against the Company under this Agreement. However, submit the failure of Indemnitee to the Company a written give timely notice identifying the proceeding, but the omission so to notify the Company will not relieve it from any liability which it may have the Company’s obligations hereunder except to Indemnitee under this Agreement unless the extent the Company is materially actually prejudiced by such lack of the delay or failure to provide notice. With respect to any such Claim proceeding as to which Indemnitee notifies the Company of the commencement thereofhas provided notice: (a) the The Company will be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to may assume the defense thereof, of any proceeding with counsel selected by the Board of Directors and reasonably satisfactory to Indemnitee. After notice from If the Company to Indemnitee of its election elects to assume the defense thereofdefense, then after notice to Indemnitee, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof defense, other than reasonable costs of investigation, including an investigation in connection with determining whether there exists a conflict of interest of the type described in clause (ii) of this paragraph, or as otherwise provided belowin this paragraph. Indemnitee shall have has the right to employ its own his or her counsel in such action, suit or any proceeding, but the fees and expenses of such counsel incurred after notice from the Company notifies Indemnitee of its assumption of the defense thereof shall will be at Indemnitee’s sole expense. However, the expense Company will bear Indemnitee’s expenses incurred after the Company notifies Indemnitee of Indemnitee unless its assumption of the defense if: (i) the Company authorizes Indemnitee’s employment of counsel by Indemnitee has been authorized by the Company, or incurrence of other expenses; (ii) Indemnitee shall have Indemnitee, with the advice of counsel, reasonably concluded determines that there may be is a conflict of interest between the Company and the Indemnitee in that is reasonably likely to materially and adversely impact the conduct of the Indemnitee’s defense of such action, or (iii) the Company shall does not in fact have employed employ counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of action within a reasonable time after the Company’s election to assume the defense. The Company shall may not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made makes the conclusion provided for determination described in clause (ii) above; andof this paragraph. (c) the The Company shall is not be liable obligated to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its the Company’s written consent. The Company shall may not settle any action or claim in any manner which that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will may unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days after receipt by Indemnitee of notice of As a condition precedent to the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is Indemnitee’s right to be made against indemnified subject to Paragraph 13, the Company under this Agreement, submit to the Company a written notice identifying the proceeding, but the omission so to Indemnitee must notify the Company in writing as soon as practicable of any Proceeding for which indemnity will not relieve it from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack of noticeor could be sought. With respect to any such Claim as to Proceeding of which Indemnitee notifies the Company of the commencement thereof: (a) is so notified, the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel selected by reasonably acceptable to the Board of Directors and satisfactory to Indemnitee. After notice from the Company to the Indemnitee of its election so to assume the defense thereofsuch defense, the Company will shall not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof such Proceeding, other than reasonable costs of investigation or as otherwise provided belowbelow in this Paragraph 7. The Indemnitee shall have has the right to employ its engage his or her own counsel in connection with such action, suit or proceedingProceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment engagement of counsel by the Indemnitee has been authorized by the Company, (ii) counsel to the Indemnitee shall have has reasonably concluded that there may be a conflict of interest or position on any significant issue between the Company and the Indemnitee in the conduct of the defense of such action, Proceeding or (iii) the Company shall has not in fact have employed engaged counsel to assume the defense of such actionProceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Company, except as otherwise expressly provided by this Deed. The Company shall is not be entitled entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or on behalf in the right of the Company or as to which counsel for the Indemnitee shall have has reasonably made the conclusion provided for in clause (ii) above; and (c) the . The Company shall not be liable required to indemnify the Indemnitee under this Agreement Deed for any amounts paid in settlement of any action or claim Proceeding effected without its written consent. The Company shall not settle any action or claim Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days (i) Promptly after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany Proceeding, Indemnitee will, if a claim in respect thereof thereto is to be made against the Company Bank under this Agreement, submit notify the Bank of the commencement thereof. Such notification shall include all documents and other information necessary for the Bank to the Company a written notice identifying the proceeding, but the omission determine whether Indemnitee is entitled to indemnification and reasonably available to Indemnitee. The failure so to notify the Company Bank will not relieve it the Bank from any liability which it may have except to Indemnitee under this Agreement unless the Company extent that the Bank is materially prejudiced by such lack of noticefailure. With respect to any such Claim Proceeding as to which Indemnitee so notifies the Company of the commencement thereofBank: (a1) the Company Bank will be entitled to participate therein at its own expense;; and (b2) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to Bank may assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemnitee. . (ii) After notice from the Company Bank to Indemnitee of its election to assume the defense thereof, the Company Bank will not be liable to Indemnitee under this Agreement or otherwise for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel of his choosing in such action, suit or proceeding, Proceeding but the fees and expenses of such counsel incurred after notice from the Company Bank of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized in writing by the CompanyBank, (ii) the Bank and Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Bank and the Indemnitee in the conduct of the defense of such actionProceeding, or (iii) the Company Bank shall not in fact have employed failed or refused to employ counsel to assume the defense of such actionProceeding, or shall have failed to diligently pursue such defense, in each of which cases the reasonable fees and expenses of Indemnitee’s counsel shall be at paid by the expense of the Company. The Company shall not be entitled to assume the defense of any claim brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; andBank. (ciii) the Company The Bank shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected Proceeding without its prior written consent. The Company Bank, without Indemnitee’s prior written consent, shall not settle any action or claim such Proceeding in any manner which would in any way impose any penalty or limitation on Indemnitee without Indemnitee’s written consent, or if the terms of any such settlement, directly or indirectly, could damage or affect the business or personal reputation of Indemnitee. Neither the Company Bank nor Indemnitee will unreasonably withhold his or delay their its consent to any proposed settlement. (iv) If the Bank and Indemnitee employ the same legal counsel in connection with a Proceeding and there develops a conflict of interest between the Bank and Indemnitee in the conduct of the defense of such Proceeding, then Indemnitee agrees to employ different counsel (the reasonable fees and expenses of which shall be paid by the Bank) and to take all actions reasonably necessary to allow the Bank to continue to employ the counsel employed by both the Bank and Indemnitee prior to such conflict arising.

Notification and Defense of Claim. Within 30 days Promptly after receipt by Indemnitee of notice of any Proceeding, Indemnitee will notify the Company in writing of the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to the Company a written notice identifying the proceeding, thereof; but the omission so to notify the Company will not relieve it from any liability which that it may have to Indemnitee under Indemnitee. Notwithstanding any other provision of this Agreement unless the Company is materially prejudiced by such lack of notice. With Agreement, with respect to any such Claim as to Proceeding of which Indemnitee notifies the Company of the commencement thereofCompany: (a) the Company will be entitled to participate therein at its own expense; (b) except Except as otherwise provided belowin this Section 9(b), to the extent that it may wish, the Company may, separately or jointly with any other indemnifying party similarly notified will be entitled to party, assume the defense thereof, with counsel selected by of the Board of Directors and satisfactory to IndemniteeProceeding. After notice from the Company to Indemnitee of its election to assume the defense thereofof the Proceeding, the Company will shall not be liable to Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ its Indemnitee’s own counsel in such action, suit or proceedingProceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded determined that there may be is a conflict of interest between the Company and the Indemnitee in the conduct of the defense of the Proceeding, and such actiondetermination is supported by an opinion of qualified legal counsel addressed to the Company, or (iii) the Company shall not within sixty (60) calendar days of receipt of notice from Indemnitee in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. Proceeding. (b) The Company shall not be entitled to assume the defense of any claim Proceeding brought by or on behalf of the Company Company, or as to which Indemnitee shall have made the conclusion determination provided for in clause subparagraph (iia)(ii) above; and. (c) Regardless of whether the Company has assumed the defense of a Proceeding, the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without its the Company’s written consent. The , and the Company shall not settle any action or claim Proceeding in any manner which that would impose any penalty or limitation on on, or require any payment from, Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement. (d) Until the Company receives notice of a Proceeding from Indemnitee, the Company shall have no obligation to indemnify or advance Expenses to Indemnitee as to Expenses incurred prior to Indemnitee’s notification of Company.

Notification and Defense of Claim. Within 30 days after (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of written notice of the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit thereof. The written notification to the Company shall include a written notice identifying description of the proceeding, but nature of the omission so Proceeding and the facts underlying the Proceeding. The failure by Indemnitee to notify the Company will not relieve it the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement unless Agreement, and any delay in so notifying the Company is materially prejudiced shall not constitute a waiver by such lack Indemnitee of noticeany rights. With respect to any such Claim Proceeding as to which the Indemnitee notifies has so notified the Company of the commencement thereofCompany: (ai) the The Company will be entitled to participate therein at its own expense;; and (bii) except Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to may assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to the Indemnitee. After notice from the Company to notifies the Indemnitee of its election to so assume the defense thereofdefense, the Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with the defense thereof defense, other than legal Expenses relating to the reasonable costs of investigation, including an investigation in connection with determining whether there exists a conflict of interest of the type described in clause (B) of this paragraph, or as otherwise provided belowin this paragraph. The Indemnitee shall have the right to employ its own his or her counsel in such action, suit or proceeding, proceeding but the fees and expenses of such counsel incurred after notice from the Company notifies the Indemnitee of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (iA) the Company authorizes the Indemnitee's employment of counsel, provided, that following a Change in Control, the Indemnitee shall be entitled to employ his or her own counsel at the Company's expense after giving not less than 30 days' notice to the Company unless the Company has Unaffiliated Directors and a majority of the Unaffiliated Directors determine that the Indemnitee's interests are adequately represented by Indemnitee has been authorized the counsel employed by the Company, ; (iiB) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, or (iiiC) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion provided for described in clause (iiB) above; andof this paragraph. (cb) the The Company shall not be liable obligated to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Company nor the Indemnitee will shall unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 thirty (30) days after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to the Company a written notice identifying the proceeding, but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack of notice. With respect to any such Claim as to which Indemnitee notifies the Company of the commencement thereof: (a) the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded on the advice of counsel that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days after receipt by Indemnitee of notice shall notify the Company of the commencement of a Claim which any action, suit or proceeding, and of the receipt of any notice or threat that any such legal proceeding has been or shall or may involve an Indemnifiable Event, be initiated against Indemnitee will, if a claim in respect thereof is to be made (including any proceedings by or against the Company under this Agreementand any subsidiary thereof), submit to the Company a written notice identifying the proceeding, promptly upon Indemnitee first becoming so aware; but the omission so to notify the Company will not relieve it the Company from any liability which it may have to Indemnitee under this Agreement unless and to the extent that such failure to provide notice materially and adversely prejudices the Company’s ability to defend such action. Notice to the Company is materially prejudiced by shall be directed to the Chief Executive Officer or Chief Financial Officer of the Company at the address shown in the preamble to this Agreement (or such lack of noticeother address as the Company shall designate in writing to Indemnitee). With respect to any such Claim action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereofthereof and without derogating from Sections ‎1.1 and ‎2: (a) 7.1. The Indemnitee will have the right to select a defense counsel unless the Company will be entitled has notified him, within 10 days after it receives the Indemnitee's notice as mentioned above, of its decision to participate therein at its own expense;assume the Indemnitee's defense, subject to Section 7.2. (b) except 7.2. Except as otherwise provided below, to the extent that it may wishCompany, the Company alone or jointly with any other indemnifying party similarly notified notified, will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to IndemniteeCompany which counsel is reasonably reputable with experience in the relevant field. After notice from the Company to Indemnitee of its election to assume the defense thereofIn such case, the Company will not fees and expenses of such counsel shall be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred paid by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided belowCompany. Indemnitee shall have the right to employ its his or her own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless Indemnitee, unless: (i) the employment of counsel by Indemnitee has been authorized in writing by the Company, ; (ii) Indemnitee shall have have, in good faith, reasonably concluded that there may be a conflict of interest under the law and rules of attorney professional conduct applicable to such claim between the Company and the Indemnitee in the conduct of the defense of such action, ; or (iii) the Company shall has not in fact have employed counsel to assume the defense of (or perform any other act that requires prompt action in connection with) such action, in each of which cases case the reasonable fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made reached the conclusion provided for specified in clause (ii) above; and. (c) the 7.3. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts or expenses paid in connection with a settlement of any action action, claim or claim otherwise, effected without its the Company’s prior written consent. 7.4. The Subject to the provisions of Section 7.2, the Company shall have the right to conduct the defense as it sees fit in its sole discretion (provided that the Company shall conduct the defense in good faith and in a diligent manner), including the right to settle or compromise any claim or to consent to the entry of any judgment against Indemnitee without the consent of the Indemnitee, provided that, the amount of such settlement, compromise or judgment does not settle exceed the Limit Amount (if applicable) and is fully indemnifiable pursuant to this Agreement (subject to Section ‎1.2 of this Agreement) and/or applicable law, and any action such settlement, compromise or claim in any manner which would judgment does not impose any penalty or limitation on Indemnitee without the Indemnitee’s prior written consent. The Indemnitee’s consent shall not be required if the settlement includes a complete release of Indemnitee, does not contain any admission of wrong-doing by Indemnitee, and includes monetary sanctions only as provided above. In the case of criminal proceedings the Company and/or its legal counsel will not have the right to plead guilty or agree to a plea-bargain in the Indemnitee’s name without the Indemnitee’s prior written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement. 7.5. Indemnitee shall fully cooperate with the Company and shall give the Company all information and access to documents, files and to his advisors and representatives as shall be within Indemnitee’s power, in every reasonable way as may be required by the Company with respect to any claim which is the subject matter of this Agreement and in the defense of other claims asserted against the Company (other than claims asserted by Indemnitee), except to the extent Indemnitee has a conflict of interest with the Company in respect thereto, provided that the Company shall cover all expenses, costs and fees incidental thereto such that the Indemnitee will not be required to pay or bear such expenses, costs and fees.

Notification and Defense of Claim. Within 30 days after receipt As a condition precedent to the right of indemnification, Indemnitee agrees to notify the Company in writing as soon as practicable of any Proceeding for which indemnification will or could be sought by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is to be made against and provide the Company with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee is served; provided that the failure of Indemnitee to give notice as provided herein shall not relieve the Company of its obligations under this Agreement, submit except to the Company a written notice identifying the proceeding, but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee under this Agreement unless extent that the Company is materially prejudiced adversely affected by such lack of noticefailure. With respect to any such Claim as to Proceeding of which Indemnitee notifies the Company of the commencement thereof: (a) is so notified, the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel selected by the Board of Directors and satisfactory reasonably acceptable to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereofsuch defense, the Company will shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof such claim, other than reasonable costs of investigation or as otherwise provided belowbelow in this Section 5. Indemnitee shall have the right to employ its Indemnitee’s own counsel in connection with such action, suit or proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Company and the Indemnitee in the conduct of the defense of such action, (iii) counsel to Indemnitee reasonably concludes that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such Proceeding or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for Indemnitee shall be at the expense of the Company, except as otherwise expressly provided by this Agreement. The Company shall not be entitled entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or on behalf in the right of the Company or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause clauses (ii) or (iii) above; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim Proceeding in any manner manner, without Indemnitee’s written consent, which (i) would impose any penalty or limitation on Indemnitee, (ii) includes an admission of fault of Indemnitee, or (iii) does not include, as an unconditional term thereof, the full release of Indemnitee without from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee’s written consent. Neither the Company nor The Indemnitee will not unreasonably withhold or delay their his consent to any proposed settlement. In making the determination required to be made under Delaware law with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request therefor in accordance with Section 5 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

Notification and Defense of Claim. Within 30 days (a) Promptly after receipt by Indemnitee Director of notice of the commencement of a Claim which may involve an Indemnifiable Eventany action, Indemnitee suit or proceeding, Director will, if a claim in respect thereof thereto is to be made against the Company JMAR under this Agreement, submit to notify JMAR of the Company a written notice identifying the proceeding, but the omission commencement thereof. The failure so to notify the Company JMAR will not relieve it JMAR from any liability which it may have to Indemnitee Director otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim action, suit or proceeding as to which Indemnitee Director so notifies the Company of the commencement thereofJMAR: (a1) the Company JMAR will be entitled to participate therein at its own expense;; and (b2) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to JMAR may assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemnitee. . (b) After notice from the Company JMAR to Indemnitee Director of its election to assume the defense thereof, the Company JMAR will not be liable to Indemnitee Director under this Agreement or otherwise for any legal or other expenses subsequently incurred by Indemnitee Director in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee Director shall have the right to employ its own counsel of his choosing in such action, suit or proceeding, proceeding but the fees and expenses of such counsel incurred after notice from the Company JMAR of its assumption of the defense thereof shall be at the expense of Indemnitee Director unless (i) the employment of counsel by Indemnitee Director has been authorized in writing by the CompanyJMAR, (ii) Indemnitee JMAR and Director shall have reasonably concluded that there may be a conflict of interest between the Company JMAR and the Indemnitee Director in the conduct of the defense of such action, or (iii) the Company JMAR shall not in fact have employed failed or refused to employ counsel to assume the defense of such action, in each of which cases the reasonable fees and expenses of Director's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim brought paid by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; andJMAR. (c) the Company JMAR shall not be liable to indemnify Indemnitee Director under this Agreement for any amounts paid in settlement of any action threatened or claim effected pending action, suit or proceeding without its prior written consent. The Company JMAR shall not settle any action such action, suit or claim proceeding in any manner which would impose any penalty or limitation on Indemnitee Director without Indemnitee’s Director's prior written consent. Neither the Company JMAR nor Indemnitee Director will unreasonably withhold his or delay their its consent to any proposed settlement.

Notification and Defense of Claim. Within 30 As soon as practicable, and in any event, not later than thirty (30) days after receipt Indemnitee becomes aware, by Indemnitee written or other overt communication, of notice of the commencement of a Claim which may involve an Indemnifiable Eventany pending or threatened litigation, claim or assessment, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying the proceedingof such pending or threatened litigation, claim or assessment; but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim pending or threatened litigation, claim or assessment as to which Indemnitee notifies the Company of the commencement thereof: (a) the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company may, at its option and jointly with any other indemnifying party similarly notified will be entitled and electing to assume such defense, assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee shall have the right to employ its own separate counsel in such action, suit or proceeding, proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded concluded, and so notified the Company, that there may be a is an actual conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of Indemnitee in connection with such action, in each any of which such cases the fees and expenses of Indemnitee’s separate counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which consent shall not be unreasonably withheld or delayed. The Company shall be permitted to settle any action or claim except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold , which consent may be given or delay their consent to any proposed settlementwithheld in Indemnitee’s sole discretion.

Notification and Defense of Claim. Within Not later than 30 days after receipt by Indemnitee Agent of notice of the commencement of a Claim which may involve an Indemnifiable Eventany Proceeding, Indemnitee Agent will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying of the proceeding, commencement thereof; but the omission to so to notify the Company will not relieve it the Company from any liability which it may have to Indemnitee Agent otherwise than under this Agreement unless and only to the extent that such omission results in forfeiture by the Company is materially prejudiced by such lack of noticesubstantial defenses, rights or insurance coverage. With respect to any such Claim Proceeding as to which Indemnitee Agent notifies the Company of the commencement thereof: (a) the Company will be entitled to participate therein at its own expense; (b) Agent will give the Company such information and cooperation as it may reasonably require and as shall be within Agent’s power; (c) except as otherwise provided below, to the extent that it may wish, the Company may, at its option and jointly with any other indemnifying party similarly notified will be entitled and electing to assume such defense, assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to IndemniteeAgent. After written notice from the Company to Indemnitee Agent of its election to assume the defense thereof, the Company will not be liable to Indemnitee Agent under this Agreement for any legal or other expenses subsequently incurred by Indemnitee Agent in connection with the defense thereof other than except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee Agent shall have the right to employ its own separate counsel in such action, suit or proceedingProceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the sole expense of Indemnitee Agent unless (i) the employment of counsel by Indemnitee Agent has been authorized by the CompanyCompany in writing, (ii) Indemnitee shall have Agent has reasonably concluded concluded, upon the written advice of legal counsel, and so notified the Company, that there may be a is an actual conflict of interest between the Company and the Indemnitee Agent in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, (iv) there has been a Change in Control (as defined below), or (v) Agent shall have reasonably concluded that counsel engaged by the Company on behalf of Agent may not adequately represent Agent, in each of which cases the fees and expenses of Agent’s separate counsel shall be at the expense of the Company. If, under applicable laws and rules of attorney professional conduct, there exists a potential, but not actual, conflict of interest between the Company and Agent, the Company’s indemnification and Expense advancement obligations to Agent under this Agreement shall include reasonable legal fees and reasonable costs incurred by Agent for separate counsel retained by Agent to monitor the Proceeding (so that such separate counsel may assume Agent’s defense if the conflict of interest between the Company and Agent becomes an actual conflict of interest). The existence of an actual or potential conflict, and whether any such conflict may be waived, shall be determined pursuant to the applicable standards and laws of professional conduct then prevailing. The Company shall not be entitled to assume the defense of any claim Proceeding (I) brought by or on behalf of the Company Company, (II) initiated by Agent pursuant to Section 9 of this Agreement to enforce Agent’s rights hereunder or (III) as to which Indemnitee Agent shall have made the conclusion provided for in clause (ii) above; and (cd) the Company shall not be liable to indemnify Indemnitee Agent under this Agreement for any amounts paid in settlement of any action or claim effected without its the Company’s written consent. The Company shall not settle not, without the prior written consent of Agent, effect any settlement of any claim or action which Agent is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Agent from all liability on any claims that are the subject matter of such action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consentclaim. Neither the Company nor Indemnitee will Agent shall unreasonably withhold or delay their its consent to any proposed settlement; provided that Agent may withhold consent to any settlement that does not provide a complete and unconditional release of Agent from all liability on any claims that are the subject matter of such action or claim.

Notification and Defense of Claim. Within 30 days after receipt As a condition precedent to Indemnitee’s right to be indemnified, Indemnitee agrees to notify the Company in writing as soon as reasonably practicable of any Proceeding for which indemnity will or could be sought by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is to be made against and provide the Company with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee is served; provided, however, that the failure to give such notice shall not relieve the Company of its obligations to Indemnitee under this Agreement, submit except to the Company a written notice identifying the proceedingextent, but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee under this Agreement unless if any, that the Company is materially actually prejudiced by the failure to give such lack of notice. With respect to any such Claim as to Proceeding of which Indemnitee notifies the Company of the commencement thereof: (a) is so notified, the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled expense and/or to assume the defense thereofthereof at its own expense, with legal counsel selected by the Board of Directors and satisfactory reasonably acceptable to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereofsuch defense, the Company will shall not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof such Proceeding, other than reasonable costs of investigation or as otherwise provided belowbelow in this Section 7. Indemnitee shall have the right to employ its Indemnitee’s own counsel in connection with such action, suit or proceedingProceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (ia) the employment of counsel by Indemnitee has been authorized by the Company, (iib) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Company and the Indemnitee in the conduct of the defense of such action, Proceeding or (iiic) the Company shall not in fact have employed counsel to assume the defense of such actionProceeding, in each of which cases the fees and expenses of counsel for Indemnitee shall be at the expense of the Company, except as otherwise expressly provided by this Agreement. The Company shall not be entitled entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or on behalf in the right of the Company or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause (iib) above; and (c) the . The Company shall not be liable required to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without its written consent. The Company shall not settle any action or claim Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is to be made against McMillen shall promptly notify the Company in writing as soon as praxxxxxxxx of any Proceeding for which indemnification will or could be sought by McMillen and provide the Company with a copy of any summons, citatiox, xxxxxena, complaint, indictment, information or other document relating to such Proceeding with which McMillen is served; provided that the failure of McMillen to give noxxxx xx provided herein shall not relieve the Comxxxx xx its obligations under this Agreement, submit except to the Company a written notice identifying the proceeding, but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee under this Agreement unless extent that the Company is materially prejudiced and adversely affected by such lack of notice. failure. (a) With respect to any such Claim as to Proceeding of which Indemnitee notifies the Company of the commencement thereof: (a) is so notified, the Company will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense;, with legal counsel reasonably acceptable to McMillen. (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemnitee. After notice from the Company to Indemnitee of its McMillen xx xxx election to so assume the defense thereofsuch defense, the Company will not be shalx xxx xx liable to Indemnitee under this Agreement McMillen for any legal or other expenses subsequently incurred by Indemnitee in McXxxxxx xn connection with the defense thereof such claim, other than reasonable costs of investigation or as otherwise provided belowbelow xx xxxx Section 5. Indemnitee McMillen shall have the right to employ its McMillen's own counsel in coxxxxxxxx with such action, suit or proceedingclaim, but the fees and expenses axx xxxxxxxs of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless McMillen unless: (i) the employment of counsel by Indemnitee XxXxxxxn has been authorized by the Company, , (ii) Indemnitee xxxxxxx to McMillen shall have reasonably concluded that there may be a conflict of interest conflicx xx xxxerest or position on any significant issue between the Company and the Indemnitee McMillen in the conduct of the defense of such action, (xii) counsel to McMillen shall have reasonably concluded that McMillen may have sepaxxxx xxxenses or counterclaims to assert with xxxxxxx to any issue which may not be consistent with the position of other defendants in such Proceeding, or or (iiiiv) the Company shall not in fact have employed counsel reasonably satisfactory to McMillen to assume the defense of such action, in each of which cases the casex xxx xxasonable fees and expenses of counsel for McMillen shall be at the expense of the Company. , except as otherwise xxxxxxxly provided by this Agreement. (c) The Company shall not be entitled entitled, without the consent of McMillen, to assume the defense of any claim brought by or on behalf of in the rixxx xx xhe Company or as to which Indemnitee counsel for McMillen shall have reasonably made the conclusion provided for in clause cxxxxxx (ii) or (iii) above; and. (cd) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim Proceeding in any manner manner, without McMillen's written consent, which would (i) impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee lixxxxxxxx xn McMillen, (ii) includes an admission of fault of McMillen, or (iii) xxxx xxx include, as an unconditional term thereox, xxx xull release of McMillen from all liability in respect of such Proceeding, which relxxxx xxxll be in form and substance reasonably satisfactory to McMillen. (e) McMillen will not unreasonably withhold or delay their consent hxx xxxxxnt to any proposed settlementxxxxxxxxnt.

Notification and Defense of Claim. Within 30 days Promptly after receipt by Indemnitee of notice of any Proceeding, Indemnitee will notify the Company in writing of the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to the Company a written notice identifying the proceeding, thereof; but the omission so to notify the Company will not relieve it from any liability which that it may have to Indemnitee under Indemnitee. Notwithstanding any other provision of this Agreement unless the Company is materially prejudiced by such lack of notice. With Agreement, with respect to any such Claim as to Proceeding of which Indemnitee notifies the Company of the commencement thereofCompany: (a) the Company will be entitled to participate therein at its own expense; (b) except Except as otherwise provided belowin Section l0(b), to the extent that it may wish, the Company may, separately or jointly with any other indemnifying party similarly notified will be entitled to party, assume the defense thereof, with counsel selected by of the Board of Directors and satisfactory to IndemniteeProceeding. After notice from the Company to Indemnitee of its election to assume the defense thereofof the Proceeding, the Company will shall not be liable to Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ its Indemnitee’s own counsel in such action, suit or proceedingProceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof there of shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded determined that there may be is a conflict of interest between the Company and the Indemnitee in the conduct of the defense of the Proceeding, and such actiondetermination is supported by an opinion of qualified legal counsel addressed to the Company, or (iii) the Company shall not within sixty (60) calendar days of receipt of notice from Indemnitee in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. Proceeding. (b) The Company shall not be entitled to assume the defense of any claim Proceeding brought by or on behalf of the Company Company, or as to which Indemnitee shall have made the conclusion determination provided for in clause subparagraph (iia)(ii) above; and. (c) Regardless of whether the Company has assumed the defense of a Proceeding, the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without its the Company’s written consent. The , and the Company shall not settle any action or claim Proceeding in any manner which that would impose any penalty or limitation on on, or require any payment from, Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement. (d) Until the Company receives notice of a Proceeding from Indemnitee, the Company shall have no obligation to indemnify or advance Expenses to Indemnitee as to Expenses incurred prior to Indemnitee’s notification of Company.

Notification and Defense of Claim. Within 30 days Promptly after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany Proceeding, Indemnitee will, if a claim request for indemnification or payment of Expenses in respect thereof is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying in writing of the proceeding, commencement thereof; but the omission so to notify the Company will not relieve it the Company from any liability which that it may have to Indemnitee under Indemnitee. Notwithstanding any other provision of this Agreement unless the Company is materially prejudiced by such lack of notice. With Agreement, with respect to any such Claim as to Proceeding of which Indemnitee notifies the Company of the commencement thereofCompany: (a) the The Company will shall be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided belowin this Section 14(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company will shall not be liable to Indemnitee under this Agreement for any legal or other expenses of counsel subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ its Indemnitee’s own counsel in such action, suit or proceedingProceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, Proceeding or (iii) the Company shall not within 60 calendar days of receipt of notice from Indemnitee in fact have employed counsel to assume the defense of such actionthe Proceeding, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and (c) If the Company has assumed the defense of a Proceeding, the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without its the Company’s written consent. The Company shall not settle any action or claim Proceeding in any manner which that would involve an admission of guilt or wrongful conduct by Indemnitee, or impose any penalty penalty, prohibition, restriction or limitation on on, or disclosure obligation with respect to, Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their such party’s consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days 8.1 Promptly after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying of the proceeding, commencement hereof; but the omission so to notify the Company will not relieve it from any liability which it may have to the Indemnitee otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereofthereof and without limitation of Section 2.1: (a) the 8.1.1 The Company will be entitled to participate therein at its own expense;; and (b) except 8.1.2 Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless unless: (i) the employment of counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, ; or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion provided for in clause (ii) above; and. (c) the 8.2 The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, submit to the Company a written notice identifying the proceeding, but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack of notice. With respect to any such Claim as to which Indemnitee notifies the Company of the commencement thereof: (a) the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days As soon as practicable after receipt by Indemnitee of notice actual knowledge of the commencement of a Claim which may involve an Indemnifiable Eventany action, suit or proceeding, Indemnitee will, shall notify the MLP and the Company thereof if a claim in respect thereof may be or is to be being made by Indemnitee against the MLP or the Company under this Agreement; provided, submit that the failure of Indemnitee to give such notice shall not relieve the MLP or the Company of its obligations hereunder except to the Company a written notice identifying extent the proceeding, but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee under this Agreement unless MLP or the Company is materially actually prejudiced by such lack of noticefailure. With respect to any such Claim action, suit or proceeding as to which Indemnitee notifies has so notified the Company of MLP and the commencement thereofCompany: (a) The MLP and the Company will be entitled to participate therein at its their own expense;; and (b) except Except as otherwise provided below, to the extent that it may wish, MLP and the Company jointly with any other indemnifying party similarly notified will be entitled to may assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to Indemnitee. After notice from the MLP and the Company to notify Indemnitee of its their election to so assume the defense thereofdefense, the MLP and the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof defense, other than reasonable costs of investigation, including an investigation in connection with determining whether there exists a conflict of interest of the type described in (ii) of this paragraph, or as otherwise provided belowin this paragraph. Indemnitee shall have the right to employ its own his or her counsel in such action, suit or proceeding, proceeding but the fees and expenses of such counsel incurred after notice from the MLP and the Company notify Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the MLP and the Company authorize Indemnitee’s employment of counsel by Indemnitee has been authorized by the Company, counsel; (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the MLP, the Company and the Indemnitee in the conduct of the defense of such action, or (iii) the MLP and the Company shall not in fact have employed counsel to assume the defense of such actionaction within a reasonable time after the MLP and the Company have notified Indemnitee of their election to assume the defense, in each of which cases the fees and expenses of counsel shall be at the expense of the MLP and the Company. The MLP and the Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the MLP or the Company or as to which Indemnitee shall have made the conclusion provided for described in clause (ii) above; andof this paragraph. (c) The MLP and the Company shall not be liable obligated to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its their written consent. The MLP and the Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the MLP, the Company nor Indemnitee will shall unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days (a) Promptly after receipt by the Indemnitee of notice of any pending or threatened Proceeding, the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee willshall, if a claim in respect thereof is to be made against the Company under this Agreement, submit notify the Company of such threatened or pending Proceeding. To be effective, such notice need only set forth the general basis upon which the Indemnitee became aware of the Proceeding; PROVIDED, HOWEVER, if the Indemnitee shall have been personally served with a subpoena, summons, complaint, interrogatories or other papers, documents or materials, a copy thereof shall be attached to such notice and such notice shall be delivered to the Company within two (2) business days of the date on which the Indemnitee was so served. No indemnification provided for in Section 2 of this Agreement shall be available to the Indemnitee if he fails to give an appropriate and timely notice and, as a written notice identifying the proceedingdirect result thereof, but the omission so to notify the Company will not relieve it from any liability was unaware of the Proceeding to which it may such notice would have to Indemnitee under this Agreement unless the Company is materially related and was prejudiced by the failure to give such lack of notice. . (b) With respect to any such Claim Proceeding as to which the Indemnitee notifies the Company of the commencement thereof: (a) , the Company will shall be entitled to participate therein in the Proceeding at its own expense; (b) expense and, except as otherwise provided below, to the extent that the Company so desires, it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, thereof with counsel selected by the Board of Directors and mutually satisfactory to Indemniteethe Indemnitee and to the Company. After notice from the Company to the Indemnitee of its election to assume the defense thereof, the Company will shall not be liable to the Indemnitee under this Agreement or otherwise for any legal fees, costs or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof of such Proceeding other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ its his own counsel in such action, suit or proceedingProceeding, but the fees and all fees, costs or expenses of such counsel related thereto incurred after notice from the Company of its assumption of the defense thereof shall be at the Indemnitee's expense of Indemnitee unless unless: (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded has determined in good faith that there may be a conflict of interest between the Company Indemnitee and the Indemnitee Company in the conduct of the defense of such actionthe Proceeding, or (iii) the Company shall not in fact have employed counsel promptly to assume the defense of such action, Proceeding; in each of which cases cases, after prompt notice to the fees and Company, all fees, costs or expenses of counsel the Proceeding shall be at borne by the expense Company subject to Sections 2, 3 and 4 of the Companythis Agreement. The Company shall not be entitled to assume the defense of any claim Proceeding brought by or on behalf of the Company against the Indemnitee or as to which the Indemnitee shall have made the conclusion determination provided for in clause (ii) above; and. (c) The Indemnitee shall do everything that the Company reasonably believes is necessary to defend against, settle, or both, any such Proceeding, including the execution of such documents necessary to enable the Company to effectively defend against such Proceeding, and the Indemnitee shall not make any admission without the Company's written consent unless the Indemnitee shall have determined to undertake his own defense in such matter and has waived the benefits of this Agreement. (d) The Company shall not be liable to indemnify the Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any action or claim Proceeding effected without its the Company's written consent. The Company shall not settle any action or claim Proceeding in any manner which that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Company nor the Indemnitee will shall unreasonably withhold its or delay their his consent to any proposed settlement. The Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; however, the Company's liability hereunder shall not be excused if participation in the Proceeding by the Company was barred by this Agreement or the order of any court. (e) The terms and conditions of paragraphs 7 (a)-(d) above not withstanding, any action in any Proceeding, including consent to the settlement thereof, taken by Indemnitee pursuant to his responsibilities as a past or continuing director of Genencor and upon the advice of counsel for Genencor, shall not constitute a basis for the avoidance by the Company of its indemnification obligation to Indemnitee under this Agreement.

Notification and Defense of Claim. Within 30 days after receipt by Indemnitee of notice shall notify the Company of the commencement of a Claim which any action, suit or proceeding, and of the receipt of any notice or threat that any such legal proceeding has been or shall or may involve an Indemnifiable Event, be initiated against Indemnitee will, if a claim in respect thereof is to be made (including any proceedings by or against the Company under this Agreementand any subsidiary thereof), submit to the Company a written notice identifying the proceeding, promptly upon Indemnitee first becoming so aware; but the omission so to notify the Company will not relieve it the Company from any liability which it may have to Indemnitee under this Agreement unless and to the extent that such failure to provide notice prejudices the Company’s ability to defend such action. Notice to the Company is materially prejudiced by shall be directed to the Chief Executive Officer or Chief Financial Officer of the Company at the address shown in the preamble to this Agreement (or such lack of noticeother address as the Company shall designate in writing to Indemnitee). With respect to any such Claim action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereofthereof and without derogating from Sections ‎1.1 and ‎2: (a) the 7.1. The Company will be entitled to participate therein at its own expense;. (b) except 7.2. Except as otherwise provided below, to the extent that it may wishCompany, the Company alone or jointly with any other indemnifying party similarly notified notified, will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided belowCompany. Indemnitee shall have the right to employ its his or her own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless Indemnitee, unless: (i) the employment of counsel by Indemnitee Ixxxxxxxxx has been authorized in writing by the Company, ; (ii) Indemnitee shall have the Company, in good faith, reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, ; or (iii) the Company shall has not in fact have employed counsel to assume the defense of such actionaction within reasonable time, in each of which cases the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee and the Company shall have made reached the conclusion provided for specified in clause (ii) above; and. (c) the 7.3. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts or expenses paid in connection with a settlement of any action action, claim or claim otherwise, effected without its the Company’s prior written consent. 7.4. The Company shall have the right to conduct the defense as it sees fit in its sole discretion (provided that the Company shall conduct the defense in good faith and in a diligent manner), including the right to settle or compromise any claim or to consent to the entry of any judgment against Indemnitee without the consent of the Indemnitee, provided that, the amount of such settlement, compromise or judgment does not settle exceed the Limit Amount (if applicable) and is fully indemnifiable pursuant to this Agreement (subject to Section ‎1.2 of this Agreement) and/or applicable law, and any action such settlement, compromise or claim in any manner which would judgment does not impose any penalty or limitation on Indemnitee without the Indemnitee’s prior written consent. The Indemnitee’s consent shall not be required if the settlement includes a complete release of Indemnitee, does not contain any admission of wrong-doing by Indemnitee, and includes monetary sanctions only as provided above. In the case of criminal proceedings the Company and/or its legal counsel will not have the right to plead guilty or agree to a plea-bargain in the Indemnitee’s name without the Indemnitee’s prior written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement. 7.5. Indemnitee shall fully cooperate with the Company and shall give the Company all information and access to documents, files and to his or her advisors and representatives as shall be within Indemnitee’s power, in every reasonable way as may be required by the Company with respect to any claim which is the subject matter of this Agreement and in the defense of other claims asserted against the Company (other than claims asserted by Indemnitee), provided that the Company shall cover all expenses, costs and fees incidental thereto such that the Indemnitee will not be required to pay or bear such expenses, costs and fees.

Notification and Defense of Claim. Within 30 days As soon as practicable after receipt by the Indemnitee of notice actual knowledge of any action, suit or proceeding the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee willwill notify the Indemnitors thereof, if a claim in respect thereof may be or is to be being made by the Indemnitee against the Company Indemnitors under this Agreement, submit to the Company a written notice identifying the proceeding, but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack of notice. With respect to any such Claim action, suit or proceeding as to which the Indemnitee notifies has so notified the Company of the commencement thereofIndemnitors: (a) the Company The Indemnitors will be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided below, to the extent that it Indemnitors may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to the Indemnitee. After notice from the Company to Indemnitors notify the Indemnitee of its their election to so assume the defense thereofdefense, the Company Indemnitors will not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof defense, other than reasonable costs of investigation, including an investigation in connection with determining whether there exists a conflict of interest of the type described in (ii) of this paragraph, or as otherwise provided belowin this paragraph. The Indemnitee shall have the right to employ its own his or her counsel in such action, suit or proceeding, proceeding but the fees and expenses of such counsel incurred after notice from the Company Indemnitors notify the Indemnitee of its their assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the Indemnitors authorize the Indemnitee’s employment of counsel by Indemnitee has been which, following a “Change of Control”, shall be effective if authorized by a majority of the Company“disinterested directors” (which terms are defined in Section 2(e)), although less than a quorum or majority of a quorum of the directors then in office; (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Indemnitors and the Indemnitee in the conduct of the defense of such action, or (iii) the Company Indemnitors shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the CompanyIndemnitors. The Company Indemnitors shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company Indemnitors or as to which the Indemnitee shall have made the conclusion provided for described in clause (ii) above; andof this paragraph. (c) the Company The Indemnitors shall not be liable obligated to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its their written consent. The Company Indemnitors shall not settle any action or claim in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company Indemnitors nor the Indemnitee will shall unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days after receipt by The Indemnitee shall give to the Corporation notice in writing as soon as practicable of notice of the commencement of a Claim which may involve an Indemnifiable Event, Indemnitee will, if a any claim in respect thereof is to be made against the Company him or her for which indemnity will or could be sought under this Agreement, submit . Notice to the Company a written Corporation shall be directed to Xxxxxxx & Co., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention: General Counsel (or such other address as the Corporation shall designate in writing to the Indemnitee). Failure of the Indemnitee to give such notice identifying the proceeding, but the omission so to notify the Company will shall not relieve it from any liability which it may have the Corporation of its obligations hereunder, except to Indemnitee under this Agreement unless the Company extent the Corporation is materially prejudiced by such lack of noticeactually damaged as a result thereof. With respect to any such Claim as to a Proceeding of which Indemnitee notifies the Company of the commencement thereofCorporation is so notified: (a) the Company Corporation will be entitled to participate therein at its own expense;; and (b) except as otherwise provided below, to the extent that it may wishbelow in this Section 5, the Company jointly with any other indemnifying party similarly notified Corporation will be entitled to assume the defense thereof, with legal counsel selected by reasonably acceptable to the Board of Directors and satisfactory to Indemnitee. After notice from the Company Corporation to the Indemnitee of its election so to assume the defense thereofsuch defense, the Company will Corporation shall not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof such Proceeding, other than reasonable costs of investigation or as otherwise provided belowbelow in this Section 5 or in Section 7.4. The Indemnitee shall have the right to employ its his own counsel in such action, suit or proceeding, Proceeding but the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the CompanyCorporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Company Corporation and the Indemnitee in the conduct of the defense of such action, or (iii) the Company Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the CompanyCorporation, except as otherwise expressly provided by this Agreement. The Company Corporation shall not be entitled to assume the defense of any claim Proceeding brought by or on behalf of the Company Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within 30 Not later than thirty (30) days after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany action, suit or proceeding, Indemnitee willshall, if a claim in respect thereof is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying of the proceeding, commencement thereof; but the Indemnitee's omission so to notify the Company will not relieve it the Company from any liability which it may have to Indemnitee otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the The Company will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wish, the Company shall, jointly with any other indemnifying party similarly notified will notified, be entitled to assume the defense thereof, with counsel selected by the Board of Directors and reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof thereof, other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its the Company's assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, ; in each of which cases the fees and expenses of Indemnitee's separate counsel shall be at the expense of paid by the Company. The Company shall not be entitled to assume the defense of any claim action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and. (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. Within 30 days Promptly after receipt by Indemnitee the Executive of notice of the commencement of a Claim which may involve an Indemnifiable Eventany Proceeding, Indemnitee the Executive will, if a claim in respect thereof is to be made against the Company Employer under this Agreement, submit to notify the Company a written notice identifying Employer in writing of the proceeding, commencement thereof; but the omission to so to notify the Company Employer will not relieve it the Employer from any liability which that it may have to Indemnitee the Executive otherwise than under this Agreement unless the Company is materially prejudiced by such lack Agreement. Notwithstanding any other provision of notice. With this Agreement, with respect to any such Claim Proceeding as to which Indemnitee notifies the Company Executive gives notice to the Employer of the commencement thereof: (ai) the Company The Employer will be entitled to participate therein at its own expense;; and (bii) except Except as otherwise provided below, in this Section 7.5(ii) to the extent that it may wish, the Company Employer, jointly with any other indemnifying party similarly notified will notified, shall be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemniteethe Executive. After notice from the Company Employer to Indemnitee the Executive of its election to so assume the defense thereof, the Company will Employer shall not be liable to Indemnitee the Executive under this Agreement for any legal or other expenses subsequently incurred by Indemnitee th Executive in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee The Executive shall have the right to employ its the Executive's own counsel in such action, suit or proceedingProceeding, but the fees and expenses of such counsel incurred after notice from the Company Employer of its assumption of the defense thereof shall be at the expense of Indemnitee the Executive unless (ia) the employment of counsel by Indemnitee the Executive has been authorized by the CompanyEmployer, (iib) Indemnitee the Executive shall have reasonably concluded that there may be a conflict of interest between the Company Employer and the Indemnitee Executive in the conduct of the defense of such actionProceeding (which conclusion shall be deemed reasonable if, without limitation, such action shall seek any remedy other than money damages and the Executive would be personally affected by such remedy or the carrying out thereof), or (iiic) the Company Employer shall not in fact have employed counsel to assume the defense of such actionthe Proceeding, in each of which cases the fees and expenses of counsel shall be at the expense of the CompanyEmployer. The Company Employer shall not be entitled to assume the defense of any claim Proceeding brought against the Executive by or on behalf of the Company Employer or as to which Indemnitee the Executive shall have made reached the conclusion provided for in clause (iib) above; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. Within Not later than 30 days after receipt by Indemnitee of notice of the commencement of a Claim which may involve an Indemnifiable Eventany Proceeding, Indemnitee will, if a claim in respect thereof of the Proceeding is to be made against the Company under this Agreement, submit to notify the Company a written notice identifying of the proceeding, but commencement of the Proceeding. The omission so to notify the Company will not relieve it the Company from any liability which it may have to Indemnitee otherwise than under this Agreement unless the Company is materially prejudiced by such lack of noticeAgreement. With respect to any such Claim Proceeding as to which Indemnitee notifies the Company of the commencement thereofcommencement: (a) the The Company will be entitled to participate therein in the Proceeding at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wish, the Company may, at its option and jointly with any other indemnifying party similarly notified will be entitled and electing to assume such defense, assume the defense thereofof the Proceeding, with legal counsel selected by the Board of Directors and reasonably satisfactory to the Indemnitee. After notice from Indemnitee shall have the right to use separate legal counsel in the Proceeding, but the Company to Indemnitee of its election to assume the defense thereof, the Company will shall not be liable to Indemnitee under this Agreement Agreement, including Section 8 above, for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own counsel in such action, suit or proceeding, but the fees and expenses of such separate legal counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee defense, unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded concludes that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, the Proceeding or (iiiii) the Company shall does not in fact have employed use legal counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the CompanyProceeding. The Company shall not be entitled to assume the defense of any claim Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (iii) above; and. (c) If two or more persons who may be entitled to indemnification from the Company, including the Indemnitee, are parties to any Proceeding, the Company may require Indemnitee to use the same legal counsel as the other parties. Indemnitee shall have the right to use separate legal counsel in the Proceeding, but the Company shall not be liable to Indemnitee under this Agreement, including Section 8 above, for the fees and expenses of separate legal counsel incurred after notice from the Company of the requirement to use the same legal counsel as the other parties, unless the Indemnitee reasonably concludes that there may be a conflict of interest between Indemnitee and any of the other parties required by the Company to be represented by the same legal counsel. (d) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without its written consent, which shall not be unreasonably withheld. The Indemnitee shall permit the Company to settle any Proceeding the defense of which it assumes, except that the Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee will unreasonably withhold , which may be given or delay their consent to any proposed settlementwithheld in Indemnitee's sole discretion.